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BioScrip closes acquisition of Critical Homecare Solutions
March 26th, 2010
ELMSFORD, N.Y. – BioScrip Inc. has completed its agreement to acquire Critical Homecare Solutions (CHS), a provider of home infusion and home nursing products and services to patients suffering from chronic and acute medical conditions.
Announced in late January, the $375 million cash and stock deal creates one of the largest U.S. home care providers, according to BioScrip.
"The combination of CHS and BioScrip represents a significant step forward in our strategy to become the clinical leader in the management of the chronically ill across all drug delivery technologies," Richard Friedman, chairman and chief executive officer of BioScrip, said in a statement.
Elmsford, N.Y.-based BioScrip provides retail and specialty pharmacy services along with pharmacy benefit management, infusion and other health care services. It operates a network of 33 community retail pharmacies in 17 states and the District of Columbia.
"BioScrip will now have over 120 points of service, including 33 community service centers, 61 specialty infusion pharmacies, three mail-order pharmacies and 33 nursing locations, and operate in all 50 states with over 1,000 managed care contracts," Friedman stated. "Importantly, our expanded national footprint will position us favorably with managed care organizations that prefer to work with fully integrated providers offering both national reach and high-touch specialty pharmacy solutions on a local basis. We will be uniquely positioned to provide our customers a truly comprehensive solution. We are confident that BioScrip will continue to deliver outstanding service to both patients and providers, while building significant value for our shareholders."
Under the terms of the transaction, BioScrip acquired CHS for a total of $237.9 million in cash and $109.8 million of BioScrip common stock. BioScrip also issued to CHS shareholders approximately 3.4 million warrants having a $10 exercise price and a five-year term. In connection with the acquisition, BioScrip has entered into a new senior credit facility for an aggregate amount of $150 million. In addition, BioScrip issued $225 million in senior unsecured notes due October 1, 2015.
In announcing the acquisition on Jan. 25, BioScrip reported that private equity firm Kohlberg & Co., a controlling shareholder of CHS, will hold about 24% of BioScrip's common stock on a fully diluted basis and will be entitled to nominate two directors to the company's board when the deal closes.