National Home Health Care rejects latest offer from Premier

By Lisa Kerner

Charlotte, N.C., May 18 - National Home Health Care Corp. said its special committee determined that the May 13 proposal from Premier Home Health Care Services, Inc. did not constitute a superior proposal as defined in the company's agreement with affiliates of Angelo Gordon & Co.

The $20 million cash requirement in the Premier proposal raised doubts about whether the transaction could be consummated, according to a company news release. In addition, there were uncertainties surrounding Premier's financing commitment and National Home Health's ability to have $20 million cash on hand for fees.

Premier had also refused to sign the form of confidentiality agreement called for by the merger agreement with Angelo Gordon.

As a result, National Home Health unanimously accepted the recommendation of the special committee to reject Premier's proposal.

On May 10, National Home Health entered into an amended plan of merger with affiliates of Angelo Gordon & Co. that upped the offer price to $12.50 per share in cash from $11.50 per share and eliminated the $7.9 million minimum EBITDA condition.

The special committee at that time determined the offer to be superior to the $12.00-per-share offer made by Premier, a prior news release stated.

National Home Health said it will adjourn its previously announced special meeting of stockholders to approve the transaction until May 29, with the transaction expected to close on or before Oct. 15.

National Home Health is a Scarsdale, N.Y., home health care and staffing services company.

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