National Home Health Care Corp. Receives Potentially Superior Proposal
May 15 2007 - 5:00PM
Business Wire
National Home Health Care Corp. (NASDAQ National Market: NHHC), a
provider of home health care and staffing services in the
Northeast, today reported that Premier Home Health Care Services,
Inc. delivered a new proposal, subject to financing, offering to
acquire NHHC by merger, paying each shareholder (x) $12.75 per
share in cash plus (y) if the break-up fee and/or expense
reimbursement contained in the previously announced Amended and
Restated Agreement and Plan of Merger between NHHC and certain
affiliates of Angelo Gordon & Co. is reduced, then such
reduction less any attorneys� fees incurred and payable by Premier
with respect to same will be shared among NHHC�s shareholders in
the form of an additional payment of up to approximately $0.25 per
share in cash. The Special Committee of NHHC's Board of Directors
met on Monday, May 14, 2007 and recommended unanimously to the
Board of Directors that the revised proposal would reasonably be
expected to lead to a Superior Proposal within the meaning of the
Amended and Restated Agreement and Plan of Merger between NHHC and
certain affiliates of Angelo Gordon & Co., and should be
pursued in the exercise of the Board's fiduciary duties. NHHC's
Board of Directors unanimously accepted the recommendation of the
Special Committee. NHHC requested a financing commitment to support
the proposal, but has not yet received it. Angelo Gordon�s
affiliates have the right to terminate the Amended and Restated
Agreement and Plan of Merger if the NHHC Board of Directors fails
to recommend against the Premier proposal by the close of business
on May 16, 2007.
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