LHC Group, Inc. (“LHC Group”) (NASDAQ:LHCG) and Almost Family,
Inc. (“Almost Family”) (NASDAQ:AFAM) announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (“HSR Act”), with respect to the proposed business
combination of LHC Group and Almost Family, has expired, satisfying
one of the important conditions to the closing of the pending
transaction.
“The expiration of the waiting period under the
HSR Act is an important step toward the closing of the proposed
transaction, which remains subject to other customary closing
conditions, including approval of both companies’
stockholders. We remain very excited about the combination of
our two companies and, subject to the satisfactions of these
closing conditions, expect the transaction to close at the end of
the first quarter following both companies’ March 29, 2018 special
stockholder meetings to approve the proposed transaction,” said
Keith G. Myers, Chairman and Chief Executive Officer of LHC Group,
and William Yarmuth, Chairman and Chief Executive Officer of Almost
Family.
About the Proposed Transaction
On November 15, 2017, LHC Group and Almost
Family entered into a definitive merger agreement pursuant to which
the companies will combine in an all-stock merger of equals to
create a nationwide provider of in-home healthcare services with a
long track record of successfully partnering with hospitals and
health systems led by the most experienced management teams in home
health. The combined company will continue to trade on NASDAQ under
the ticker symbol, “LHCG.”
Additional information concerning the proposed
transaction is included in the final proxy statement/prospectus,
which was filed with the SEC on February 13, 2018, and can be
accessed on the SEC’s website.
About LHC Group, Inc.
LHC Group, Inc. is a national provider of
non-acute healthcare services, providing quality, cost-effective
healthcare to patients primarily within the comfort and privacy of
their home or place of residence. LHC Group provides a
comprehensive array of healthcare services through home health,
hospice, community‑based services agencies and facility-based
services. LHC Group operates 320 home health services locations, 92
hospice locations, 12 community-based service locations and 15
long-term acute care hospitals (LTACHs).
About Almost Family, Inc.
Almost Family, Inc., founded in 1976, is a
leading national provider of home healthcare services, with 332
branch locations in 26 states, including its joint venture with
Community Health Systems, Inc. Almost Family, Inc. and its
subsidiaries operate home health, other home-based services and
healthcare innovations segments.
Forward-Looking Statements
This press release contains “forward-looking
statements” (as defined in the Securities Litigation Reform Act of
1995) regarding, among other things, future events or the future
financial performance of LHC Group, Inc. (“LHC Group”) and Almost
Family, Inc. (“Almost Family”). Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” “will,” “estimates,”
“may,” “could,” “should” and words and terms of similar substance
used in connection with any discussion of future plans, actions or
events identify forward-looking statements. The closing of the
proposed transaction is subject to the approval of the stockholders
of LHC Group and Almost Family and other customary closing
conditions. There is no assurance that such conditions will be met
or that the proposed transaction will be consummated within the
expected time frame, or at all. Forward-looking statements relating
to the proposed transaction include, but are not limited to:
statements about the benefits of the proposed transaction,
including anticipated earnings accretion, synergies and cost
savings and future financial and operating results; LHC Group’s and
Almost Family’s plans, objectives, expectations, projections and
intentions; the expected timing of completion of the proposed
transaction; and other statements relating to the transaction that
are not historical facts. Forward-looking statements are based on
information currently available to LHC Group and Almost Family and
involve estimates, expectations and projections. Investors are
cautioned that all such forward-looking statements are subject to
risks and uncertainties, and important factors could cause actual
events or results to differ materially from those indicated by such
forward-looking statements. With respect to the proposed
transaction, these risks, uncertainties and factors include, but
are not limited to: the risk that required stockholder approvals
may not be obtained; the risks that the other condition(s) 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 risk that LHC Group or Almost Family may be unable to
obtain all other governmental and regulatory approvals in
connection with the transaction; the risk that costs associated
with the integration of the businesses are higher than anticipated;
and litigation risks related to the transaction. With respect to
the businesses of LHC Group and/or Almost Family, including if the
proposed transaction is consummated, these risks, uncertainties and
factors include, but are not limited to: changes in, or failure to
comply with, existing government regulations that impact LHC
Group’s and/or Almost Family’s businesses; legislative proposals
for healthcare reform; the impact of changes in future
interpretations of fraud, anti-kickback, or other laws; changes in
Medicare and Medicaid reimbursement levels; changes in laws and
regulations with respect to Accountable Care Organizations; changes
in the marketplace and regulatory environment for Health Risk
Assessments; decrease in demand for LHC Group’s or Almost Family’s
services; the potential impact of the announcement or consummation
of the proposed transaction on relationships with customers, joint
venture and other partners, competitors, management and other
employees, including the loss of significant contracts or reduction
in revenues associated with major payor sources; ability of
customers to pay for services; risks related to any current or
future litigation proceedings; potential audits and investigations
by government and regulatory agencies, including the impact of any
negative publicity or litigation; the ability to attract new
customers and retain existing customers in the manner anticipated;
the ability to hire and retain key personnel; the risk that the
credit ratings of the combined company or its subsidiaries may be
different from what the companies expect and/or risks related to
the ability to obtain financing; increased competition from other
entities offering similar services as offered by LHC Group and
Almost Family; reliance on and integration of information
technology systems; ability to protect intellectual property
rights; impact of security breaches, cyber-attacks or fraudulent
activity on LHC Group’s or Almost Family’s reputation; the risks
associated with assumptions the parties make in connection with the
parties’ critical accounting estimates and legal proceedings; the
risks associated with the combined company’s expansion strategy,
the successful integration of recent acquisitions, and if
necessary, the ability to relocate or restructure current
facilities; and the potential impact of an economic downturn or
effects of tax assessments or tax positions taken, risks related to
goodwill and other intangible asset impairment, tax adjustments,
anticipated tax rates, benefit or retirement plan costs, or other
regulatory compliance costs.
Additional information concerning other risk
factors is also contained in LHC Group’s and Almost Family’s most
recently filed Annual Reports on Form 10-K, subsequent Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and other
Securities and Exchange Commission (“SEC”) filings.
Many of these risks, uncertainties and
assumptions are beyond LHC Group’s or Almost Family’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 LHC Group nor Almost Family
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 press release. Neither LHC Group
nor Almost Family gives any assurance (1) that either LHC
Group or Almost Family will achieve its expectations, or
(2) concerning any result or the timing thereof. All
subsequent written and oral forward-looking statements concerning
LHC Group, Almost Family, the proposed transaction, the combined
company or other matters and attributable to LHC Group or Almost
Family or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above.
Additional Information And Where To Find It
The proposed transaction between LHC Group and
Almost Family will be submitted to the respective stockholders of
LHC Group and Almost Family for their consideration. In connection
with the proposed transaction between LHC Group and Almost Family,
on February 12, 2018, the registration statement on Form S-4 was
declared effective by the SEC, and, on February 13, 2018, LHC Group
filed the final joint proxy statement of LHC Group and Almost
Family. LHC Group and Almost Family have mailed the joint proxy
statement/prospectus to their respective stockholders. LHC Group
and Almost Family also plan to file other documents with the SEC
regarding the proposed transaction. This report is not a substitute
for any prospectus, proxy statement or any other document which LHC
Group or Almost Family may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS
OF LHC GROUP AND ALMOST FAMILY ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LHC
GROUP, ALMOST FAMILY, THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and stockholders will be able to obtain
free copies of the joint proxy statement/prospectus and other
documents containing important information about LHC Group and
Almost Family, once such documents are filed with the SEC, through
the website maintained by the SEC at www.sec.gov. LHC Group and
Almost Family make available free of charge at www.lhcgroup.com and
www.almostfamily.com, respectively (in the “Investor” or “Investor
Relations” section, as applicable), copies of materials they file
with, or furnish to, the SEC.
Participants In The Merger Solicitation
LHC Group, Almost Family, and certain of their
respective directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of LHC Group and
Almost Family in connection with the proposed transaction.
Information about the directors and executive officers of LHC Group
is set forth in its proxy statement for its 2017 annual meeting of
stockholders, which was filed with the SEC on April 28, 2017
and the Current Report on Form 8-K filed with the SEC by LHC Group
on August 18, 2017. Information about the directors and executive
officers of Almost Family is set forth in its proxy statement for
its 2017 annual meeting of shareholders, which was filed with the
SEC on April 7, 2017, and the Current Report on Form 8-K filed
with the SEC by Almost Family on November 9, 2017. These documents
can be obtained free of charge from the sources indicated above.
Other information regarding those persons who are, under the rules
of the SEC, participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
No Offer or Solicitation
This press release is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval with respect to the proposed transaction between LHC Group
and Almost Family or otherwise, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933,
as amended.
Contact:Investors:LHC
GroupEric ElliottSenior Vice President of Finance(337)
233-1307eric.elliott@lhcgroup.com
Almost FamilySteven GuenthnerPresident and Principal Financial
Officer(502) 891-1000steveguenthner@almostfamily.com
Media:Schmidt Public AffairsRebecca Reid(410)
212-3843rreid@schmidtpa.com
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