Onex Commences Tender Offer for ResCare Shares
07 Outubro 2010 - 6:29PM
ResCare, Inc. (Nasdaq:RSCR) announced that an affiliate of Onex
Partners III, L.P. ("Onex") and Onex Corporation (TSX:OCX) today
commenced a tender offer for shares of ResCare common stock. The
tender offer will expire at 5:00 p.m. Eastern time on
November 5, 2010, unless extended.
Onex is offering to purchase for $13.25 per share in cash all of
the outstanding shares of ResCare not owned by Onex affiliates or
by certain members of ResCare's management who have agreed to
exchange their ResCare shares for equity in the purchasing Onex
affiliate. The tender offer is subject to a non-waivable
condition that there be validly tendered (and not withdrawn) a
majority of the outstanding ResCare shares held by shareholders
other than Onex affiliates or management who have agreed to "roll
over" their current equity ownership position, as well as to other
customary conditions.
The offer is being made in accordance with the terms of the
previously-announced share exchange agreement between Onex and
ResCare. Onex and its affiliates currently hold a 25% interest
in ResCare, on an as-converted basis. Following the
consummation of the tender offer, Onex would acquire any remaining
shares for $13.25 per share in cash through a statutory share
exchange.
The special committee of ResCare's board of directors has
recommended that ResCare's shareholders accept the tender offer and
tender their shares.
About ResCare
ResCare, with more than 35 years of experience helping people
reach their highest level of independence, is one of the largest
providers of home care to the elderly and persons with
disabilities. It also offers residential and support services
to people with intellectual and developmental disabilities and
provides education, vocational training and job placement for
people of all ages and skill levels. Based in Louisville,
Kentucky, ResCare and its nearly 50,000 dedicated employees serve
more than a million people a year in 41 states, Washington, D.C.,
Puerto Rico and a number of international locations. For more
information about ResCare, please visit the Company's website at
www.rescare.com.
Important Information
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of the Company. The
tender offer described herein is being made only pursuant to the
Offer to Purchase and related materials that Onex Rescare
Acquisition, LLC filed with the SEC on a combined Tender Offer
Statement on Schedule TO and Transaction Statement on Schedule
13E‑3 on October 7, 2010. In addition, ResCare filed a
Solicitation/Recommendation Statement on Schedule 14D-9 and
Transaction Statement on Schedule 13E-3 with respect to the tender
offer on October 7, 2010. ResCare shareholders should
carefully read these and related materials that have or will be
filed with the SEC, including any related amendments, because these
documents contain important information, including the terms and
conditions of the offer. These documents may be obtained for
free at the SEC's website at www.sec.gov. ResCare shareholders
may also obtain these documents for free by calling Georgeson Inc.,
the information agent for the tender offer, at
1‑866-203-9357. Shareholders can obtain these documents when
they are filed and become available free of charge from the SEC's
website at www.sec.gov. In addition, copies of the
solicitation/recommendation statement, the proxy statement and
other filings containing information about the Company, the tender
offer and the share exchange may be obtained, if and when
available, without charge, by directing a request to Res-Care, Inc.
Attention: David Miles, Chief Financial Officer at 502-394-2137, or
on the Company's corporate website at www.rescare.com.
From time to time, ResCare makes forward-looking statements in
its public disclosures, including statements relating to expected
financial results, revenues that might be expected from new or
acquired programs and facilities, its development and acquisition
activities, reimbursement under federal and state programs,
financing plans, compliance with debt covenants and other risk
factors, and various trends favoring privatization of government
programs. In ResCare's filings under the federal securities
laws, including its annual, periodic and current reports, the
Company identifies important factors that could cause its actual
results to differ materially from those anticipated in
forward-looking statements. Please refer to the discussion of
those factors in the Company's filed reports.
CONTACT: ResCare, Inc.
David W. Miles, Chief Financial Officer
502-394-2137
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