Issues Statement in Light of Amedisys'
Disclosure of Unsolicited Proposal from Optum
BANNOCKBURN, Ill., June 5, 2023
/PRNewswire/ -- Option Care Health, Inc. ("Option Care Health")
(Nasdaq: OPCH) today filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-4 containing a joint
proxy statement/prospectus in connection with its proposed merger
with Amedisys, Inc. ("Amedisys"). In light of Amedisys' disclosure
of an unsolicited proposal from Optum, Option Care Health issued
the following statement reiterating its belief in the near- and
long-term value creation opportunities Option Care Health's
transaction with Amedisys is expected to deliver to stockholders of
both companies:
"Option Care Health's previously announced definitive merger
agreement with Amedisys delivers significant value to Amedisys and
Option Care Health stockholders, a high degree of certainty in
obtaining the required regulatory approvals due to the
complementary nature of the parties' businesses, and benefits
patients, providers, payers, and care teams. Our compelling
all-stock transaction, expected to close in the second half of
2023, allows stockholders of both companies to participate in the
upside of the combined company, which will be a differentiated
leader in home health and alternate site care with unmatched scale
and a unique cash flow profile. Specifically, the combined company
is expected to generate:
- More than $500 million in annual
cash flow by 2025
- Approximately $1 billion in
combined Adjusted EBITDA by 2027
- More than $9 billion in combined
revenue by 2027
- Approximately $75 million of run
rate revenue and cost synergies by 2027
- More than 10% in combined Adjusted EBITDA margin
We believe that as a combined company, Option Care Health and
Amedisys will be well positioned to meet the growing demand for
personalized care in the home and alternative sites. The Option
Care Health management team has a strong track record of
operational execution and has delivered total shareholder returns
of more than 130% since August 2019,
when Option Care Health closed our acquisition of BioScrip."
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Option Care Health and Kirkland & Ellis LLP and
McDermott Will & Emery LLP are
serving as legal counsel.
About Option Care Health
Option Care Health is the nation's largest independent provider
of home and alternate site infusion services. With over 7,500 team
members including more than 4,500 clinicians, we work
compassionately to elevate standards of care for patients with
acute and chronic conditions in all 50 states. Through our clinical
leadership, expertise and national scale, Option Care Health is
reimagining the infusion care experience for patients, customers
and team members. To learn more, please visit our website at
OptionCareHealth.com.
No Offer or Solicitation
This communication relates to the proposed merger (the "proposed
transaction") between Option Care
Health and Amedisys. This communication is not intended
to and does not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any
securities, 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.
Additional Information and Where to Find It
In connection with the proposed transaction, Option Care
Health and Amedisys have filed relevant materials
with the United States Securities and Exchange
Commission (the "SEC"), including an Option Care
Health registration statement on Form S-4 that includes a
preliminary joint proxy statement of Option Care
Health and Amedisys that also constitutes a
prospectus of Option Care Health. The registration statement
has not been declared effective by the SEC. A definitive joint
proxy statement/prospectus will be mailed to stockholders
of Option Care Health and Amedisys after the
registration statement has been declared effective by the SEC.
INVESTORS AND SECURITY HOLDERS OF OPTION CARE HEALTH AND AMEDISYS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies of the registration
statement and the joint proxy statement/prospectus and other
documents filed with the SEC by Option Care
Health or Amedisys through the website maintained by
the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Option Care
Health are available free of charge on Option Care
Health's internet website
at https://investors.optioncarehealth.com or by
contacting Option Care Health's investor relations
department
at investor.relations@optioncare.com. Copies of the
documents filed with the SEC by Amedisys are
available free of charge on Amedisys' internet website
at https://investors.amedisys.com or by
contacting Amedisys' investor relations department
at IR@amedisys.com.
Certain Information Regarding Participants
Option Care Health, Amedisys and their respective
directors and executive officers may be considered participants in
the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive
officers of Option Care Health is set forth in its proxy
statement for its 2023 annual meeting of stockholders, which was
filed with the SEC on April 7, 2023. Information
about the directors and executive officers of Amedisys is
set forth in its proxy statement for its 2023 annual meeting of
stockholders, which was filed with the SEC on April
27, 2023. Other information regarding the participants in the
proxy solicitations 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 filed
with the SEC regarding the proposed transaction. You may
obtain these documents free of charge through the website
maintained by the SEC at http://www.sec.gov and
from the investor relations departments at Option Care
Health or Amedisys as described above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain "forward-looking statements"
within the meaning of the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by words such
as: "anticipate," "intend," "plan," "believe," "project,"
"estimate," "expect," "may," "should," "will" and similar
references to future periods. Examples of forward-looking
statements include projections as to the anticipated benefits of
the proposed transaction as well as statements regarding the impact
of the proposed transaction on Option Care
Health's and Amedisys' business and future financial
and operating results, the amount and timing of synergies from the
proposed transaction and the closing date for the proposed
transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
management's current beliefs, expectations and assumptions
regarding the future of Option Care
Health's and Amedisys' business, future plans and
strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of Option Care
Health's and Amedisys' control. Option Care
Health's, Amedisys' and the combined company's actual
results and financial condition may differ materially from those
indicated in the forward-looking statements as a result of various
factors. These factors include, among other things, (1) the
termination of or occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement or the inability to complete the proposed transaction on
the anticipated terms and timetable, (2) the inability to complete
the proposed transaction due to the failure to obtain approval of
the stockholders of Option Care
Health or Amedisys or to satisfy any other condition
to closing in a timely manner or at all, or the risk that a
regulatory approval that may be required for the proposed
transaction is delayed, is not obtained or is obtained subject to
conditions that are not anticipated, (3) the ability to recognize
the anticipated benefits of the proposed transaction, which may be
affected by, among other things, the ability of the combined
company to maintain relationships with its patients, payers and
providers and retain its management and key employees, (4) the
ability of the combined company to achieve the synergies
contemplated by the proposed transaction or such synergies taking
longer to realize than expected, (5) costs related to the proposed
transaction, (6) the ability of the combined company to execute
successfully its strategic plans, (7) the ability of the combined
company to promptly and effectively integrate the Option Care
Health and Amedisys businesses and (8) the diversion
of management's time and attention from ordinary course business
operations to completion of the proposed transaction and
integration matters. The foregoing review of important factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
elsewhere. Additional information concerning risks, uncertainties
and assumptions can be found in Option Care
Health's and Amedisys' respective filings with
the SEC, including the risk factors discussed in Option
Care Health's and Amedisys' most recent Annual
Reports on Form 10-K, as updated by their Quarterly Reports on Form
10-Q and future filings with the SEC, as well as the risk
factors discussed in the joint proxy statement/prospectus.
It should also be noted that prospective financial information
for the combined businesses of Option Care
Health and Amedisys is based on management's
estimates, assumptions and projections and has not been prepared in
conformance with the applicable accounting requirements of
Regulation S-X relating to pro forma financial information, and the
required pro forma adjustments have not been applied and are not
reflected therein. This prospective financial information should
not be relied upon as being necessarily indicative of future
results. The assumptions and estimates underlying the prospective
financial information are inherently uncertain and are subject to a
wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ
materially from those contained in the prospective financial
information. Accordingly, there can be no assurance that the
prospective financial information is indicative of the future
performance of the combined company or that actual results will not
differ materially from those presented in the prospective financial
information. Inclusion of the prospective financial information in
this communication should not be regarded as a representation by
any person that the results contained in the prospective financial
information will be achieved. None of this information should be
considered in isolation from, or as a substitute for, the
historical financial statements
of Amedisys and Option Care Health.
Any forward-looking statement made in this communication is
based only on information currently available to Option Care
Health and Amedisys and speaks only as of the date
on which it is made. Option Care
Health and Amedisys undertake no obligation to
publicly update any forward-looking statement, whether written or
oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise. You are
cautioned not to rely on Option Care
Health's and Amedisys' forward-looking
statements.
Note Regarding Use of Non-GAAP Financial Measures
In addition to the financial measures presented in accordance
with U.S. generally accepted accounting principles
("GAAP"), this communication includes certain non-GAAP financial
measures, such as Adjusted EBITDA. Option Care
Health and Amedisys believe Adjusted EBITDA provides
useful supplemental information regarding the performance of their
business operations and facilitates comparisons to their historical
operating results. Adjusted EBITDA should not be used in isolation
or as a substitute or alternative to net income, operating income
or any other performance measure derived in accordance with GAAP,
or as a substitute or alternative to cash flow from operating
activities or a measure of liquidity. In addition, Option Care
Health's and Amedisys' definition of Adjusted EBITDA
may not be comparable to similarly titled non-GAAP financial
measures reported by other companies. For a definition of Adjusted
EBITDA and a full reconciliation of Adjusted EBITDA to the most
comparable GAAP financial measure, please see Option Care
Health's Current Report on Form 8-K filed with
the SEC on February 23,
2023 and Amedisys' Current Report on Form 8-K filed
with the SEC on February 15, 2023. Adjusted EBITDA
for Amedisys as disclosed herein adds back stock-based
compensation of $17 million for full year 2022.
This communication also includes certain financial measures for
the combined company. These measures are provided for illustrative
purposes, are based on an arithmetic sum of the relevant historical
financial measures of Option Care
Health and Amedisys and do not reflect pro forma
adjustments. These measures do not reflect what the combined
company's financial condition or results of operations would have
been had the proposed transaction occurred on or prior to the dates
indicated. The combined company's actual financial position and
results of operations may differ significantly from the amounts
reflected herein due to a variety of factors.
CONTACT
Investors:
Mike
Shapiro
Chief Financial Officer
(312) 940-2538
investor.relations@optioncare.com
D.F. King & Co., Inc.
Edward McCarthy
emccarthy@dfking.com
Media:
Arielle
Rothstein / Sharon Stern /
Greg Klassen
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
OPCH-media@joelefrank.com
View original
content:https://www.prnewswire.com/news-releases/option-care-health-reiterates-value-creation-opportunity-of-its-previously-announced-definitive-merger-agreement-with-amedisys-301842281.html
SOURCE Option Care Health, Inc.