Crdentia Announces Intent to Merge With Caregiver Services, Inc.
July 31 2006 - 8:00AM
PR Newswire (US)
DALLAS, July 31 /PRNewswire-FirstCall/ -- Crdentia Corp. (OTC:CRDT)
(BULLETIN BOARD: CRDT) , a leading U.S. provider of healthcare
staffing services, today announced that it has entered into a
non-binding letter of intent to merge with Caregiver Services, Inc.
("CSI"), a leading provider of in-home assisted living and
supplemental staffing services throughout Florida. Under terms of
the letter, CSI will merge into a wholly owned subsidiary of
Crdentia and CSI shareholders will receive Crdentia common stock.
CSI will be provided representation on Crdentia's Board of
Directors and CSI's Chief Executive Officer, Alan Soderquist, will
also join Crdentia's executive management team. Upon closing of the
transaction, the parties contemplate that shareholders of CSI will
own approximately 60% of Crdentia's outstanding common stock,
subject to an adjustment of up to 5% up or down based upon an
agreed upon formula to be calculated after issuance of the audited
2006 year-end financial statements of each entity. The completion
of the proposed transaction is subject to the execution of a
definitive agreement and approval of the Board of Directors of both
Crdentia and CSI, along with approval by the shareholders of CSI.
The parties have also agreed to enter into an exclusivity agreement
regarding the proposed transaction for a period of 30 days. On a
pro forma basis, the combined company is expected to generate over
$100 million in annual revenues and operating income of between $5
and $7 million. CSI is one of the largest providers of private duty
nurse staffing services in Florida, where favorable demographic
trends and a preference among seniors to live in the region offer
strong and growing demand. In Florida, CSI operates as a nurse
registry whereby contracted caregivers are placed with clients to
provide assistance with activities of daily living. While the
majority of CSI's business comes from in-home care services that
enable seniors to live independently in their homes, CSI also
provides temporary nurse staffing solutions for facilities-based
settings as well as supplemental staffing for hospice providers.
CSI was founded in 2000 and generated 2005 annual revenues of
approximately $43 million. "I am extremely pleased to announce
Crdentia's letter of intent to merge with CSI, which will enable
Crdentia to fulfill a long standing goal of attaining the critical
mass necessary to be a stronger competitor in the healthcare
staffing industry," said Crdentia's Chairman and Chief Executive
Officer James D. Durham. "We also believe that the combined company
will have the requisite size and customer base to achieve positive
cash flow from operations, which will give Crdentia the financial
strength to execute our business plan of expanding our
multidimensional approach to healthcare staffing services to new
markets across the country. The completion of this merger will
represent an important operational and strategic milestone for our
Company." Alan Soderquist, CEO of CSI, commented, "We are very
excited about teaming-up with a company like Crdentia, which is
growing rapidly and becoming an important competitor in healthcare
staffing on a national scale. CSI's market leadership in Florida
coupled with Crdentia's very strong market presence in Texas and
Arizona provides the combined company with a unique opportunity to
take advantage of the demographic trends in healthcare. We look
forward to joining forces with Crdentia to expand our reach and
satisfy the large and growing market demand for staffing services,
while improving the overall level of healthcare delivery in the
communities we serve." About Crdentia Corp. Crdentia Corp. is one
of the nation's leading providers of healthcare staffing services.
Crdentia seeks to capitalize on an opportunity that currently
exists in the healthcare industry by targeting the critical nursing
and allied shortage issue. There are many small, private companies
that are addressing the rapidly expanding needs of the healthcare
industry. Unfortunately, due to their relatively small
capitalization, they are unable to maximize their potential, obtain
outside capital or expand. By consolidating well-run small private
companies into a larger public entity, Crdentia intends to
facilitate access to capital, the acquisition of technology,
providing greater diversity of client services and expanded
distribution that, in turn, drive internal growth. For more
information, visit http://www.crdentia.com/. Forward-Looking
Statements Statements contained in this release that are not
historical facts are forward-looking statements that involve risks
and uncertainties. Among the important factors which could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to, those
discussed in "Risk Factors" in the Company's Forms 10-KSB, Forms
10-QSB, and other filings with the Securities and Exchange
Commission. Such risk factors include, but are not limited to, a
limited operating history with no earnings; reliance on the
Company's management team, members of which have other business
interests; the ability to successfully implement the Company's
business plan; the ability to continue as a going concern; the
ability to fund the Company's business and acquisition strategy;
the growth of the temporary healthcare professional staffing
business; difficulty in managing operations of acquired businesses;
uncertainty in government regulation of the healthcare industry;
and the limited public market for the Company's common stock. The
actual results that the Company achieves may differ materially from
any forward-looking statements due to such risks and uncertainties.
We undertake no obligation to revise or update publicly any
forward-looking statements for any reason. AT THE COMPANY: AT
FINANCIAL RELATIONS BOARD: James D. Durham Lasse Glassen Chairman
and CEO 310-854-8313 972-850-0780 DATASOURCE: Crdentia Corp.
CONTACT: James D. Durham, Chairman and CEO of Crdentia Corp.,
+1-972-850-0780; or Lasse Glassen, +1-310-854-8313, , for Crdentia
Corp. Web site: http://www.crdentia.com/
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