BioScrip, Inc. Provides Merger Update
April 23 2019 - 9:00AM
BioScrip, Inc. (NASDAQ: BIOS) ("BioScrip" or the "Company"), the
largest independent national provider of infusion and home care
management solutions, today provided an update on its proposed
merger with Option Care Enterprises, Inc. (“Option Care”).
The Company received notification on April 8,
2019, that early termination of the Hart–Scott–Rodino Antitrust
Improvements Act of 1976 (“HSR Act”) waiting period has been
granted for the Company’s proposed merger with Option
Care.
The Company expects to file the preliminary
Option Care merger proxy statement the week of April 29, 2019 with
the U.S. Securities and Exchange Commission (“SEC”). After
the proxy statement is filed, management from both BioScrip and
Option Care plan to conduct joint analyst and investor meetings.
As part of the analyst and investor meetings, the Company
will file an investor presentation with the SEC that will include a
business and merger update. The Company will release its first
quarter 2019 financial results after the proxy statement
filing.
The Company continues to anticipate that its
merger with Option Care will close in the second half of 2019.
About BioScrip, Inc.BioScrip,
Inc. is the largest independent national provider of infusion and
home care management solutions, with approximately 2,100 teammates
and nearly 70 service locations across the U.S. BioScrip partners
with physicians, hospital systems, payors, pharmaceutical
manufacturers and skilled nursing facilities to provide patients
access to post-acute care services. BioScrip operates with a
commitment to bring customer-focused pharmacy and related
healthcare infusion therapy services into the home or
alternate-site setting. By collaborating with the full spectrum of
healthcare professionals and the patient, BioScrip provides
cost-effective care that is driven by clinical excellence, customer
service, and values that promote positive outcomes and an enhanced
quality of life for those it serves.
Investor Contacts |
|
|
|
Stephen Deitsch |
Kalle Ahl, CFA |
Chief Financial Officer & Treasurer |
The Equity Group |
T: (720) 697-5200 |
T: (212) 836-9614 |
stephen.deitsch@bioscrip.com |
kahl@equityny.com |
Forward-Looking Statements – Safe
HarborThis communication, in addition to historical
information, contains “forward-looking statements” (as defined in
the Private Securities Litigation Reform Act of 1995) regarding,
among other things, future events or the future financial
performance of BioScrip and Option Care. All statements other than
statements of historical facts are forward-looking statements. In
addition, words such as “anticipate,” “believe,” “contemplate,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “seek,” “should,” “target,”
“will,” “would,” or the negative of these words, and words and
terms of similar substance used in connection with any discussion
of future plans, actions or events identify forward-looking
statements. Forward-looking statements relating to the proposed
transaction include, but are not limited to: statements about the
benefits of the proposed transaction between BioScrip and Option
Care, including future financial and operating results; expected
synergies; BioScrip’s and Option Cares plans, objectives,
expectations and intentions; the expected timing of completion of
the proposed transaction; and other statements relating to the
acquisition that are not historical facts. Forward-looking
statements are based on information currently available to BioScrip
and Option Care and involve estimates, expectations and
projections. Investors are cautioned that all such forward-looking
statements are subject to risks and uncertainties (both known and
unknown), and many factors could cause actual events or results to
differ materially from those indicated by such forward-looking
statements. With respect to the proposed transaction between
BioScrip and Option Care, these factors could include, but are not
limited to: the risk that BioScrip or Option Care may be unable to
obtain governmental and regulatory approvals required for the
transaction, or that required governmental and regulatory approvals
may delay the transaction or result in the imposition of conditions
that could reduce the anticipated benefits from the proposed
transaction or cause the parties to abandon the proposed
transaction; the risk that a condition to closing of the
transaction may not be satisfied; the length of time necessary to
consummate the proposed transaction, which may be longer than
anticipated for various reasons; the risk that the businesses will
not be integrated successfully; the risk that the cost savings,
synergies and growth from the proposed transaction may not be fully
realized or may take longer to realize than expected; the diversion
of management time on transaction-related issues; the effect of
future regulatory or legislative actions on the companies or the
industries in which they operate; the risk that the credit ratings
of the combined company or its subsidiaries may be different from
what the companies expect; economic and foreign exchange rate
volatility; and the other risks contained in BioScrip’s most
recently filed Annual Report on Form 10-K.
Many of these risks, uncertainties and
assumptions are beyond BioScrip’s ability to control or predict.
Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements.
Furthermore, forward-looking statements speak only as of the
information currently available to the parties on the date they are
made, and neither BioScrip nor Option Care undertakes any
obligation to update publicly or revise any forward-looking
statements to reflect events or circumstances that may arise after
the date of this communication. Nothing in this communication is
intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per BioScrip share for the
current or any future financial years or those of the combined
company, will necessarily match or exceed the historical published
earnings per BioScrip share, as applicable. Neither BioScrip nor
Option Care gives any assurance (1) that either BioScrip or Option
Care will achieve its expectations, or (2) concerning any result or
the timing thereof, in each case, with respect to any regulatory
action, administrative proceedings, government investigations,
litigation, warning letters, consent decrees, cost reductions,
business strategies, earnings or revenue trends or future financial
results. All subsequent written and oral forward-looking statements
concerning BioScrip, Option Care, the proposed transaction, the
combined company or other matters and attributable to BioScrip or
Option Care or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
ADDITIONAL INFORMATION AND WHERE TO FIND
ITBioScrip, Inc. (“BioScrip” or the “Company”) will file
with the Securities and Exchange Commission (“SEC”) a proxy
statement in connection with the proposed transaction. The proxy
statement will contain important information about the proposed
transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE
URGED AND ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy
statement and other relevant materials (when they become available)
and any other documents filed by the Company with the SEC may be
obtained free of charge at the SEC’s website, at www.sec.gov. In
addition, security holders will be able to obtain free copies of
the proxy statement and other relevant materials from the Company
by contacting Investor Relations by mail at 1600 Broadway, Suite
700, Denver, CO 80202, Attn: Investor Relations, by telephone at
(720) 697-5200, or by going to the Company’s Investor Relations
page on its corporate web site at
https://investors.bioscrip.com.
PARTICIPANTS IN THE
SOLICITATIONThe Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the matters discussed
above. Information about the Company’s directors and executive
officers is set forth in the Proxy Statement on Schedule 14A for
the Company’s 2018 annual meeting of stockholders, which was filed
with the SEC on April 4, 2018. This document can be obtained free
of charge from the sources indicated above. Information regarding
the ownership of the Company’s directors and executive officers in
the Company’s securities is included in the Company’s SEC filings
on Forms 3, 4, and 5, which can be found through the SEC’s website
at www.sec.gov. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the preliminary proxy statement and the definitive proxy statement
and other relevant materials to be filed with the SEC when they
become available.
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