Affiliates of Angelo, Gordon & Co. and National Home Health Care Corp. Enter into Merger Agreement
29 Novembre 2006 - 12:37AM
Business Wire
Angelo, Gordon & Co.�and�National Home Health Care Corp.
(National Market: NHHC), a provider of home health care and
staffing services in the Northeast, today�announced that�NHHC and
affiliates of Angelo Gordon have entered into an
Agreement�providing for the merger of NHHC with an affiliate of
Angelo�Gordon, in partnership with Eureka Capital Partners. About
the Transaction Under the terms of the Merger Agreement,�NHHC
shareholders will receive�either $11.35�or $11.50 in cash for each
share of NHHC�common stock. If�NHHC's earnings before interest,
taxes, depreciation and amortization (EBITDA), as calculated under
the terms of�the Merger Agreement, for the four fiscal quarters
ending prior to the closing is at least $7.9 million, but less than
$8.15 million, the price per share will be $11.35 and�if�NHHC�s
EBITDA for such four fiscal quarters is at least $8.15 million, the
price per share will be $11.50. Frederick�H. Fialkow, the
Company's�Chairman of the Board and�beneficial owner of
approximately 35.9% of its outstanding shares�of common
stock,�has�agreed to accept�an 8% subordinated note of NHHC in
exchange for a portion of his common stock in the Company.�The
balance of his shares will be paid for in�cash at the cash price
provided for in the Merger Agreement. The Company's current chief
executive officer, Steven Fialkow and its current chief financial
officer, Robert Heller will remain with the Company and continue to
serve in those positions under new five-year employment agreements.
Frederick H. Fialkow will provide strategic advice to the Company
under a five-year�consulting agreement with the Company. Steven
Fialkow, President and Chief Executive Officer of NHHC, stated,
"Our management team is proud of what we have accomplished over the
past few years. We are also proud that�organizations�of the stature
and reputation of Angelo Gordon�and Eureka�Capital Partners have
selected us as a partner. I believe that�Angelo�Gordon and
Eureka�share�our commitment to providing the highest clinical care
to our patients, and to�becoming an even more successful provider
of home care." A special committee consisting of independent
members of�NHHC�s�Board of Directors�unanimously�recommended the
transaction to the Board, and the NHHC Board of Directors has
unanimously approved�the transaction. Houlihan Lokey Howard &
Zukin Financial Advisors, Inc.�acted as a financial advisor to the
special committee with respect to the transaction. The�transaction,
which is expected to�close during NHHC's
fourth�fiscal�quarter�ending July 31, 2007, is subject to the
approval by NHHC�stockholders,�regulatory approvals,�NHHC
having�EBITDA�for the four fiscal quarters ending prior to the
closing of at least $7.9 million�and other�customary�closing
considerations. Frederick H. Fialkow and Bernard Levine, M.D., also
a director of NHHC, who collectively beneficially own approximately
49.4% of the outstanding shares, have agreed to vote their shares
in favor of the�Merger Agreement, subject to the continued support
of the merger by the Board of Directors of NHHC in the exercise of
its fiduciary duties. David Roberts, a senior managing director of
Angelo, Gordon & Co.�stated, "We are excited to be partnering
with�Eureka Capital Partners, Steven Fialkow, Bob Heller and the
rest of the management team at NHHC. We look forward to working
with�Eureka and�the management team�to build upon the formidable
business that they have developed." Stephen Greene, a managing
director of Eureka Capital Partners stated, "We have operated in
the home healthcare�sector for a long time and can't think of a
better�management team than�the team at NHHC to�partner with.
Together with Angelo Gordon, we believe we have an ideal team."
About Angelo, Gordon & Co. Angelo Gordon was founded in 1988
and currently has over 50 investment professionals managing
approximately $10 billion in capital across multiple investment
strategies. The New York-based long-term equity strategy group
currently manages more than $800 million in existing and committed
capital. About Eureka Capital Partners Eureka Capital is an
independent financial advisory firm with offices in New York,
California and Wisconsin. Important Legal Information Stockholders
are urged to read the�proxy statement regarding the proposed
transaction when it becomes available, because it will contain
important information. Stockholders will be able to obtain a free
copy of the�proxy statement as well as other filings containing
information about NHHC, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the�proxy statement and the filings
with the SEC that will be incorporated by reference in the�proxy
statement can also be obtained, without charge, by directing a
request to National Home Health Care Corp., 700 White Plains Road,
Scarsdale, New York 10583 Attention: Robert Heller The�directors
and executive officers of NHHC and other persons may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding NHHC directors and
executive officers is available in its proxy statement filed with
the SEC by NHHC on November 10, 2005. 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 proxy statement and other
relevant materials to be filed with the SEC when they become
available. Forward Looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the consummation of the
merger,�NHHC�s plans, objectives, expectations and intentions and
other statements that are not historical facts. Such statements are
based upon the current beliefs and expectations of NHHC�and are
subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements. The
following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
ability to obtain governmental approvals of the transaction on the
proposed terms and schedule; the failure of NHHC stockholders to
approve the transaction; and the failure of NHHC�to satisfy the
other conditions to closing, including the EBITDA condition and the
absence of a material adverse change in the business or financial
condition of NHHC. Additional factors that could cause NHHC's
results to differ materially from those described in the
forward-looking statements can be found in the 2006 Annual Report
on Forms 10-K of NHHC filed with the SEC and available at the SEC's
Internet site (http://www.sec.gov). Angelo, Gordon & Co. and
National Home Health Care Corp. (National Market: NHHC), a provider
of home health care and staffing services in the Northeast, today
announced that NHHC and affiliates of Angelo Gordon have entered
into an Agreement providing for the merger of NHHC with an
affiliate of Angelo Gordon, in partnership with Eureka Capital
Partners. About the Transaction Under the terms of the Merger
Agreement, NHHC shareholders will receive either $11.35 or $11.50
in cash for each share of NHHC common stock. If NHHC's earnings
before interest, taxes, depreciation and amortization (EBITDA), as
calculated under the terms of the Merger Agreement, for the four
fiscal quarters ending prior to the closing is at least $7.9
million, but less than $8.15 million, the price per share will be
$11.35 and if NHHC's EBITDA for such four fiscal quarters is at
least $8.15 million, the price per share will be $11.50. Frederick
H. Fialkow, the Company's Chairman of the Board and beneficial
owner of approximately 35.9% of its outstanding shares of common
stock, has agreed to accept an 8% subordinated note of NHHC in
exchange for a portion of his common stock in the Company. The
balance of his shares will be paid for in cash at the cash price
provided for in the Merger Agreement. The Company's current chief
executive officer, Steven Fialkow and its current chief financial
officer, Robert Heller will remain with the Company and continue to
serve in those positions under new five-year employment agreements.
Frederick H. Fialkow will provide strategic advice to the Company
under a five-year consulting agreement with the Company. Steven
Fialkow, President and Chief Executive Officer of NHHC, stated,
"Our management team is proud of what we have accomplished over the
past few years. We are also proud that organizations of the stature
and reputation of Angelo Gordon and Eureka Capital Partners have
selected us as a partner. I believe that Angelo Gordon and Eureka
share our commitment to providing the highest clinical care to our
patients, and to becoming an even more successful provider of home
care." A special committee consisting of independent members of
NHHC's Board of Directors unanimously recommended the transaction
to the Board, and the NHHC Board of Directors has unanimously
approved the transaction. Houlihan Lokey Howard & Zukin
Financial Advisors, Inc. acted as a financial advisor to the
special committee with respect to the transaction. The transaction,
which is expected to close during NHHC's fourth fiscal quarter
ending July 31, 2007, is subject to the approval by NHHC
stockholders, regulatory approvals, NHHC having EBITDA for the four
fiscal quarters ending prior to the closing of at least $7.9
million and other customary closing considerations. Frederick H.
Fialkow and Bernard Levine, M.D., also a director of NHHC, who
collectively beneficially own approximately 49.4% of the
outstanding shares, have agreed to vote their shares in favor of
the Merger Agreement, subject to the continued support of the
merger by the Board of Directors of NHHC in the exercise of its
fiduciary duties. David Roberts, a senior managing director of
Angelo, Gordon & Co. stated, "We are excited to be partnering
with Eureka Capital Partners, Steven Fialkow, Bob Heller and the
rest of the management team at NHHC. We look forward to working
with Eureka and the management team to build upon the formidable
business that they have developed." Stephen Greene, a managing
director of Eureka Capital Partners stated, "We have operated in
the home healthcare sector for a long time and can't think of a
better management team than the team at NHHC to partner with.
Together with Angelo Gordon, we believe we have an ideal team."
About Angelo, Gordon & Co. Angelo Gordon was founded in 1988
and currently has over 50 investment professionals managing
approximately $10 billion in capital across multiple investment
strategies. The New York-based long-term equity strategy group
currently manages more than $800 million in existing and committed
capital. About Eureka Capital Partners Eureka Capital is an
independent financial advisory firm with offices in New York,
California and Wisconsin. Important Legal Information Stockholders
are urged to read the proxy statement regarding the proposed
transaction when it becomes available, because it will contain
important information. Stockholders will be able to obtain a free
copy of the proxy statement as well as other filings containing
information about NHHC, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement and the filings
with the SEC that will be incorporated by reference in the proxy
statement can also be obtained, without charge, by directing a
request to National Home Health Care Corp., 700 White Plains Road,
Scarsdale, New York 10583 Attention: Robert Heller The directors
and executive officers of NHHC and other persons may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding NHHC directors and
executive officers is available in its proxy statement filed with
the SEC by NHHC on November 10, 2005. 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 proxy statement and other
relevant materials to be filed with the SEC when they become
available. Forward Looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the consummation of the
merger, NHHC's plans, objectives, expectations and intentions and
other statements that are not historical facts. Such statements are
based upon the current beliefs and expectations of NHHC and are
subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements. The
following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
ability to obtain governmental approvals of the transaction on the
proposed terms and schedule; the failure of NHHC stockholders to
approve the transaction; and the failure of NHHC to satisfy the
other conditions to closing, including the EBITDA condition and the
absence of a material adverse change in the business or financial
condition of NHHC. Additional factors that could cause NHHC's
results to differ materially from those described in the
forward-looking statements can be found in the 2006 Annual Report
on Forms 10-K of NHHC filed with the SEC and available at the SEC's
Internet site (http://www.sec.gov).
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