BioScrip (BIOS), HS Infusion Holdings Enter Amended Asset Purchase Agreement

September 2, 2016 4:08 PM EDT

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BioScrip, Inc. (Nasdaq: BIOS) and HS Infusion Holdings, Inc. announced that they have further amended the terms of their Asset Purchase Agreement dated June 13, 2016. The amendment should allow the parties to close the transaction during the first two weeks of September.

To facilitate the timely consummation of this transaction, BioScrip and Home Solutions have amended the Asset Purchase Agreement to eliminate the condition to closing that the Company receive stockholder approval to increase its authorized share capital that would allow the Company to issue shares of common stock upon the achievement of certain post-closing earn-out conditions. BioScrip and Home Solutions have instead agreed to hold a stockholder meeting after the closing to seek such stockholder approval and to provide Home Solutions with certain contractual protections in the event such approval is not obtained.

As previously announced, BioScrip and Home Solutions entered into an Asset Purchase Agreement that will bring together two highly complementary core infusion services portfolios that will have greater scale and financial resources as well as an enhanced national presence. Expediting the close of the transaction will enable the companies to put the integration plans into action and begin to take the necessary steps to achieve the many benefits that this combination provides.

Upon closing, Home Solutions shareholders will receive consideration consisting of $67.5 million payable in cash, subject to certain adjustments, and 3.75 million shares of the Company's common stock. Depending on the achievement of certain post-closing earn-out conditions and the outcome of a shareholder vote to increase the Company’s authorized share capital, Home Solutions may become entitled to be issued shares of common stock underlying the Tranche A and Tranche B Restricted Stock Units (RSUs). The number of RSUs in Tranche A and Tranche B is approximately 3.1 million and 4.0 million, respectively.

Advisors

Jefferies LLC is acting as financial advisor to BioScrip. Polsinelli PC, Dechert LLP and Gibson, Dunn & Crutcher LLP are acting as legal advisors to BioScrip. Houlihan Lokey is acting as financial advisor to Home Solutions and Ropes & Gray LLP is acting as legal advisor.



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