Option Care Health (OPCH) and Amedisys to Combine (AMED) in All-Stock Deal

Option Care Health, Inc. ("Option Care Health") (Nasdaq: OPCH), the nation's largest independent provider of home and alternate site infusion services, and Amedisys, Inc. (NASDAQ: AMED), a leading provider of home health, hospice and high-acuity care, today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction that values Amedisys at approximately $3.6 billion, including the assumption of net debt.

Under the terms of the agreement, Amedisys stockholders will receive 3.0213 shares of Option Care Health common stock for each share of Amedisys common stock they hold at the closing of the transaction, the equivalent of $97.38 per Amedisys share based on Option Care Health's closing stock price on May 2, 2023. This represents an approximate 26% premium to Amedisys stockholders based on the closing stock price of Amedisys on May 2, 2023. Upon closing Option Care Health stockholders will own approximately 64.5% of the combined company, and Amedisys stockholders will own approximately 35.5%.

Combining Amedisys' home health, hospice, palliative, and high-acuity care services with Option Care Health's complementary home and alternate site infusion services will create a leading, independent platform for home and alternate site care. Together, Option Care Health and Amedisys will have a national clinical workforce of more than 16,500 professionals including but not limited to nursing professionals, pharmacists, pharmacy technicians, dieticians, physical, occupational, and speech therapists, social workers, and aides and 674 care centers across the U.S. committed to delivering high-quality alternate site care. The combined company will have a scaled national platform empowered to move deeper into a value-based care model, serving communities across the country and helping to benefit patients and their families, providers, payers, and care teams. Based on recently reported 2022 financial results, the combined company generated revenues of approximately $6.2 billion and adjusted EBITDA of approximately $622 million on a combined basis.

"This transaction unites two leading and complementary companies to provide unsurpassed care and superior clinical outcomes to patients," said John C. Rademacher, President and Chief Executive Officer of Option Care Health. "Our mission is to transform health care by providing innovative services that improve outcomes, reduce costs, and deliver hope and dignity for patients and their families. With the addition of Amedisys, we will bolster our offerings to meet the growing demand for personalized care in the home and alternative sites that move us closer to achieving this goal. The combination will link together our teams of passionate, compassionate, and highly skilled professionals to create a unique platform and breadth of services that will help us move deeper into value-based care and allow us to better serve patients. We look forward to working closely with the Amedisys team to build on our strong track record of operational integration as we bring our companies together to create significant long-term value for stockholders."

"This combination is a testament to the incredible work and quality outcomes Amedisys delivers on a daily basis for our patients wherever they call home," said Richard Ashworth, President and Chief Executive Officer of Amedisys. "Bringing together Option Care Health and Amedisys is an exciting next step on our journey and one that we believe will deliver significant value to stockholders, allowing them to participate in the upside of a combined company that is well positioned in the home infusion and growing home health, hospice, palliative, and high-acuity care spaces. We look forward to joining Option Care Health and working together to provide our patients with the highest quality care across all our service offerings."

Compelling Strategic and Financial Benefits

• Enhances Avenues for Growth through Creation of Comprehensive Care Platform Serving Chronic, Acute, and Post-Acute Patient Populations Across a Broad Continuum from Preventative Care through End of Life Care. As a leader in home health services, Amedisys adds a strong presence in hospital at home, home health, hospice, palliative, and high-acuity care services better enabling Option Care Health to expand beyond its existing home and alternate site infusion services. The combined company will be a leader in end-to-end home-based health solutions and will be well positioned to meet growing demand due to increased therapeutic pathways, aging populations, and the growing desire for alternate site health services.
• Positioned to Deliver Significant Benefits to Patients by Broadening Relationships with Health Systems and Payers with Innovative Programs. Health system referral networks are increasingly looking for a single provider partner for home health, infusion, and hospice pathways and transitions. Following the closing of the transaction, Option Care Health expects to be well positioned to serve as that single partner with its offerings across the alternate site care spectrum. Both companies have track records of working closely with payers to offer consistent, high-quality care at an appropriate cost. Together, the companies are expected to expand relationships with commercial and government payers to deliver more affordable cost of care.
• Scaled and Unparalleled Clinician Team Across Broad Professional Specialties. Together, Option Care Health and Amedisys will have a national clinician workforce of more than 16,500 health care professionals across 46 states, and will have 674 sites across the U.S., providing increased access for patients. Option Care Health is expected to leverage its national infusion nursing network with Amedisys' home health, hospice, palliative, and high-acuity platform to help create a system of field-based clinicians with processes in place to better optimize staffing and retention to help meet growing market demand.
• Enables Intelligent Insights to Enhance Outcomes and Reduce Cost of Care. Option Care Health and Amedisys, along with their stakeholders, are expected to benefit from combined patient data sets across a critical population, enhancing opportunities to proactively identify interventions, increase patient engagement, enhance clinical protocols, and offer value-based care.
• Delivers Stockholder Value through Significant Synergies and Enhanced Revenue and Earnings Growth. The companies expect to generate annual run-rate synergies of approximately $75 million by year three following close, including approximately $50 million of cost synergies and approximately $25 million in incremental adjusted EBITDA from revenue synergies. The revenue synergies will be derived from the complementary nature of the businesses and referral growth in a substantially larger market. The transaction is expected to result in a more diversified revenue base through improving the combined company's access to private payers and government-managed health plans.
• Strong Balance Sheet and Financial Profile. The combined company expects to have a stronger financial profile and greater flexibility for future capital deployment. The combined company generated more than $400 million in cash flow from operations for the full year 2022. Additionally, the combined company's leverage profile, defined as net debt divided by Adjusted EBITDA on a combined basis for full year 2022, was approximately 2.0x as of December 31, 2022.

Leadership, Governance and Headquarters

Mr. Rademacher and Mike Shapiro will continue to lead the combined company in their roles as CEO and CFO, respectively. Given the complementary nature of the businesses and extensive expertise within each organization, it is expected that the broader leadership team will comprise talent from both legacy organizations. Upon closing, the combined company will have a 10 member Board of Directors, including seven directors from Option Care Health's Board and three directors from Amedisys' Board.

The combined company will be headquartered in Bannockburn, Illinois, the location of Option Care Health's headquarters, and will continue to maintain substantial operations in Amedisys' corporate locations in Baton Rouge, Louisiana and Nashville, Tennessee. The combined company will have operations throughout the U.S. consistent with its local and community-based approach.

Approvals and Time to Close

The transaction is expected to close in the second half of 2023, subject to approval by Option Care Health and Amedisys stockholders and other customary closing conditions, including receipt of applicable regulatory approvals. The transaction was approved by the Boards of Directors of both companies.

Option Care Health's and Amedisys' First Quarter 2023 Financial Results

In separate press releases issued today, Option Care Health and Amedisys each announced financial results for the first fiscal quarter of 2023. The press releases are available on the Investor Relations pages of the companies' respective websites.

Conference Call and Webcast

Option Care Health and Amedisys will hold an investor conference call and webcast today, May 3, at 5:30 PM ET / 4:30 PM CT to discuss the details of the transaction. In light of the transaction announcement, both Option Care Health and Amedisys will forego their respective previously scheduled first quarter fiscal 2023 earnings conference calls.

The event can be accessed from the Investor Relations pages of Option Care Health's and Amedisys' websites at investors.optioncarehealth.com and investors.amedisys.com. Today's conference call may also be accessed by dialing (800) 343-1703 in the U.S. or (785) 424-1116 internationally, Conference ID: 20972. A replay of the webcast will be available through May 10, 2023 on both companies' websites, or by dialing (800) 839-1198 in the U.S. or (402) 220-0458 internationally, Conference ID: 20972.

Associated materials regarding the transaction will be available on the investor relations section of each company's website as well as a joint transaction website at www.OptionCareHealthAmedisys.com.

Advisors

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. Guggenheim Securities, LLC is serving as exclusive financial advisor to Amedisys and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel.

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