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Published on 6/18/2007 in the Prospect News Special Situations Daily.

National Home Health shareholders approve deal to receive $12.75 per share plus settlement

By Lisa Kerner

Charlotte, N.C., June 18 - National Home Health Care Corp. shareholders approved the amended merger agreement with affiliates of Angelo Gordon & Co. at a special meeting on June 15.

The agreement calls for National Home Health shareholders to receive $12.75 per share in cash in a transaction slated to close by Sept. 10.

Angelo Gordon consented to a settlement of the class action lawsuit in exchange for the payment of an additional $0.10 per share in cash to all National Home Health shareholders other than the directors and officers of the company and their families, according to a company news release.

National Home Health's special committee had determined that Premier Home Health Care Services, Inc.'s May 24 offer was no longer a superior proposal as defined in the Angelo Gordon agreement. Premier's last offer removed the $20 million additional cash requirement and reduced the break up fee to $1.25 million, from $2 million. Premier also provided National Home Health with a revised financing commitment.

On May 10, National Home Health entered into an amended plan of merger with Angelo Gordon 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.

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


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