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Published on 2/28/2008 in the Prospect News Special Situations Daily.

VistaCare stockholders tender more than 14 million shares in Odyssey HealthCare's offer

By Lisa Kerner

Charlotte, N.C., Feb. 28 - Odyssey HealthCare, Inc. said roughly 14,212,491 shares, or 84%, of VistaCare, Inc.'s class A common stock were tendered in Odyssey's offer that ended Wednesday.

OHC Investment, Inc., an Odyssey subsidiary, began a subsequent offering period for remaining VistaCare shares at the same $8.60-per-share offer price.

The subsequent offering period ends at 5 p.m. ET on March 4, a company news release stated.

Odyssey will complete the merger of OHC Investment with and into VistaCare "as soon as practicable" following the subsequent offering period. Approval by VistaCare shareholders is not required if OHC owns 90% or more of VistaCare's outstanding stock.

On Wednesday, VistaCare shareholder Accipiter Capital Management urged fellow investors to withhold their shares, believing the offer price to be too low.

Accipiter said that if enough VistaCare shareholders failed to tender their shares, Odyssey would come back with an offer that better reflects the company's fair value.

However, Odyssey said the $8.60-per-share offer is the company's best and final offer.

It was previously reported that Odyssey offered to acquire VistaCare for $147.1 million.

Both VistaCare and Odyssey are hospice care providers. VistaCare is located in Scottsdale, Ariz., and Odyssey is based in Dallas.


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