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BioScrip to buy Critical Homecare Solutions

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ELMSFORD, N.Y. — BioScrip Inc. plans to acquire Critical Homecare Solutions (CHS), a provider of home infusion and chronic and acute care services, in a cash and stock deal valued at $343.2 million.

Announcing the agreement on Monday, BioScrip said the combination of the two companies will create an industry-leading provider of specialty pharmacy, home infusion and home health care services from 110 locations nationwide.

"The acquisition of CHS is a transformative event for BioScrip and is consistent with our growth strategy to expand our geographic reach, increase gross profit, operating income and EBITDAO margins, and to become the clinical leader in infusion, oral and injectable specialty pharmacy services and care management programs," BioScrip chairman and chief executive officer Richard Friedman said in a statement.

According to Friedman, the deal will make BioScrip one of the nation’s largest home infusion providers, adding 35 specialty infusion pharmacies — including 16 ambulatory treatment centers across 22 states — and 33 nursing locations.

"With CHS, we will be positioned to offer a comprehensive national integrated solution for pharmacy and clinical management services, capable of handling all delivery technologies for our key constituencies — patients, payers, physicians and pharmaceutical manufacturers," Friedman commented.

Under the agreement, BioScrip will acquire CHS for $242 million in cash (including about $132 million to repay CHS debt) and $101.2 million of common stock. BioScrip will also issue 3.4 million warrants with a $10.00 exercise price and five-year term to CHS shareholders.

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 is closed.

Pending shareholder and regulatory approvals, the transaction is expected to close by March 31, BioScrip said.

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 32 community pharmacies in 17 states and the District of Columbia.


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