UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional
Materials
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Soliciting Material Pursuant
to §240.14a-12
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BIOSCRIP,
INC.
(Name of the Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
¨
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Leading Independent Proxy Advisory Firms,
ISS and Glass Lewis, Recommend that
BioScrip Stockholders Vote “FOR”
the Transaction Proposals in Connection with the Proposed Merger with Option Care
DENVER, CO, July 22, 2019 – BioScrip,
Inc. (NASDAQ: BIOS) ("BioScrip"), the largest independent national provider of infusion and home care management solutions,
today announced that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”),
leading independent proxy advisory firms, recommend that BioScrip stockholders vote “FOR” the proposals that are conditions
to the proposed merger with Option Care, at the special meeting of stockholders to be held on August 2, 2019.
BioScrip’s Board of Directors encourages
stockholders to vote “FOR” each of the proposals relating to the combination with Option Care. The merger is expected
to close in early August 2019 after the special meeting of stockholders.
ADDITIONAL INFORMATION AND WHERE
TO FIND IT
On June 26, 2019, BioScrip, Inc. (“BioScrip”
or the “Company”) filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement
in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION. The proxy statement and other relevant materials 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 may 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 SOLICITATION
The 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 filed on June
26, 2019. 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, is contained
in the proxy statement .
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
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Kalle Ahl, CFA
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Chief Financial Officer & Treasurer
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The Equity Group
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T: (720) 697-5200
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T: (212) 836-9614
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stephen.deitsch@bioscrip.com
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kahl@equityny.com
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Forward-Looking Statements –
Safe Harbor
This 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.
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