MBF Healthcare Acquisition Corp. Announces Signing of Stock Purchase Agreement With Critical Homecare Solutions Holdings, Inc.
07 Fevereiro 2008 - 11:30AM
PR Newswire (US)
CORAL GABLES, Fla., Feb. 7 /PRNewswire-FirstCall/ -- MBF Healthcare
Acquisition Corp. (AMEX:MBH), a publicly traded special purpose
acquisition company, announced today that it has signed a
definitive stock purchase agreement with Critical Homecare
Solutions Holdings, Inc. (along with its subsidiaries, "CHS").
Privately-owned CHS is a leading provider of comprehensive home
infusion therapy and specialty infusion services, based in
Conshohoken, Pennsylvania. The boards of directors of both
companies have unanimously approved the transaction. The home
infusion industry is estimated to be approximately a $5 billion
market, growing at approximately seven percent per year due to
constructive cost setting for payers, a favorable reimbursement
environment, and positive demographic trends. The market is largely
fragmented with the top four home care infusion companies, which
includes CHS, representing 25 percent of the market, with the
remaining 75 percent represented by smaller local and regional
companies. This combination of macro drivers and market
fragmentation presents a favorable dynamic for growth through
acquisitions as well as organically. CHS is also well positioned to
take advantage of the 400 new specialty infused drugs currently in
the pipeline from pharmaceutical manufacturers. For the three month
period ended December 31, 2007, CHS generated an annual run rate of
adjusted revenues and adjusted earnings before interest, taxes,
depreciation and amortization ("EBITDA") of approximately $218
million and $43 million, respectively. CHS maintains a healthy
pipeline of acquisition targets and expects to continue its
acquisition strategy of acquiring four to six companies per year.
Pursuant to the terms of the agreement, MBH will acquire all of the
outstanding capital stock of CHS, a Kohlberg & Co., LLC
portfolio company, for $420 million, subject to customary
adjustments as set forth in the stock purchase agreement. Upon
completion of the acquisition, MBH will change its name to Critical
Homecare Solutions, Inc., and expects its common stock to continue
trading publicly on the American Stock Exchange. MBH intends to
fund the purchase price and the acquisition costs and provide
additional capital to CHS for growth and expansion through a
combination of approximately $180 million of cash in its trust
account, approximately $180 million of debt provided by Jefferies
Finance LLC, a $35 million equity issuance of MBH common stock to
Kohlberg & Co., LLC, other stockholders of CHS and certain
senior members of CHS management, and a commitment from MBF
Healthcare Partners, L.P. to acquire up to an additional $50
million in shares of MBH common stock. The shares of MBH common
stock to be issued to Kohlberg & Co., LLC, other stockholders
of CHS and certain senior members of CHS management and the shares
that are subject to the commitment from MBF Healthcare Partners,
L.P. will be priced at the closing per share price of MBH common
stock on February 6, 2008, which was $7.65. The closing of the
acquisition and the issuance of equity to MBF Healthcare Partners,
L.P. pursuant to its commitment are subject to MBH stockholder
approval and other customary closing conditions. In addition, the
closing of the acquisition is conditioned on holders of less than
30% of the shares of MBH common stock issued in its initial public
offering voting against the acquisition and electing to convert
their MBH common stock into cash, as permitted by the company's
Amended and Restated Certificate of Incorporation. Assuming the
transactions receive requisite stockholder approval and all other
conditions are met, MBH anticipates completing the acquisition of
CHS in the second or third quarter of 2008. The combined company
will be led by CHS's President and Chief Executive Officer Robert
Cucuel, a seasoned homecare executive. Mr. Cucuel was previously
President and CEO of Air Products Healthcare and a founder,
President and CEO of American Homecare Supply. Mr. Cucuel and his
management team have been consolidating homecare companies for the
last 12 years and have integrated over 60 acquisitions during that
time. Since its founding in 2006, CHS has acquired and integrated
eight acquisitions, making it a leading consolidator of
independents in the sector. Mr. Cucuel said, "We are very pleased
with the attention received by MBF Healthcare Acquisition Corp. as
they recognized the value of our business, our acquisition track
record and the opportunities for consolidation in the home infusion
industry. The transaction with MBF meets our goal of becoming a
publicly traded company. We are well positioned to continue our
growth strategy that in less than two years has enabled us to
become one of the largest providers of home infusion therapy and
specialty infusion services." Mike B. Fernandez, Chairman and Chief
Executive Officer of MBH, commented, "We promised our investors
that we would acquire a healthcare services company that is a
market leader in its industry, with positive EBITDA, a strong
management team and a platform well positioned to take advantage of
market opportunities, and that is exactly what we have done.
Critical Homecare Solutions Holdings, Inc. has become a leader in
consolidating a very fragmented home infusion industry and the
company is very well positioned to benefit from the extensive
pipeline of infused specialty drugs. Robert and his team have
proven throughout their careers, and since the inception of CHS,
that they can grow and integrate companies. The growth experienced
by CHS in less than two years is very impressive and we will make
sure that we continue to support its growth. We look forward to
working with Robert and his team in achieving their goal of making
CHS the largest home infusion company in the United States." About
MBF Healthcare Acquisition Corp. MBH is a blank check company
formed for the purpose of acquiring, through a merger, capital
stock exchange, stock purchase, asset acquisition or other similar
business combination of one or more operating business in the
healthcare industry. About Critical Homecare Solutions, Inc. CHS is
a leading provider of comprehensive home infusion therapy and
specialty infusion services to patients suffering from acute or
chronic conditions. CHS delivers over 400,000 infusion
pharmaceuticals, biopharmaceuticals, nutrients and related services
each year to patients in the home through 33 infusion locations in
14 states, primarily in the eastern United States. CHS also
provides over 350,000 nursing and therapy visits and 500,000
private duty nursing hours each year to patients in the home
through 32 home nursing locations in three states. CHS currently
provides customized local clinical care to over 19,000 patients
through its branch network and has relationships with approximately
450 payors, including insurers, managed care organizations and
government payors. For more information on CHS please visit the
company website at (http://www.criticalhs.com/). The information
included on the CHS website is not incorporated by reference into
this press release or in any filing with the Securities and
Exchange Commission. About Kohlberg & Company, LLC Kohlberg
& Company, LLC is a leading U.S. private equity firm with
offices in New York and Palo Alto, California. Since its inception
in 1987, Kohlberg has completed over 90 platform and add-on
acquisitions, representing aggregate transaction value of over $7
billion, as the control investor in a variety of industries,
including manufacturing, healthcare, consumer products and service
industries. Kohlberg is currently making its investments through
Kohlberg Investors VI, a private equity fund with $1.5 billion in
committed capital. Investor Presentation MBH and CHS senior
management will host a conference call on Friday, February 8, 2008
at 9:00 a.m. Eastern time to discuss the acquisition. Live audio of
the conference call will be available by dialing 1-877-407-4018
(United States) or 1-201-689-8471 (International). To access the
call by live webcast, accompanied by presentation slides, which
will be available the morning of February 8, 2008, please go to the
following website at http://viavid.net/dce.aspx?sid=00004B8F. A
webcast replay at that same website will be available for 30 days
following the conference call. A phone replay will be available by
dialing 1-877-660-6853 (United States) or 1-201-612-7415
(International) and referencing the Account Number: 3055 and
Conference ID Number: 274101. Additional Information and Where to
Find It MBH expects to file a preliminary proxy statement
concerning the proposed transaction, which will be subject to
review by the Securities and Exchange Commission. MBH stockholders
and other interested persons are urged to read the proxy statement
and other relevant materials when they become available as they
will contain important information about MBH, CHS and the proposed
transaction. Such persons can also read MBH's final prospectus
dated April 17, 2007, for a description of the security holdings of
the MBH officers and directors and their respective interests in
the successful consummation of the proposed transaction. The
definitive proxy statement will be mailed to stockholders as of a
record date to be established for voting on the proposed
transaction. Participants in Solicitation MBH and its directors and
executive officers and Critical Homecare Solutions and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the holders of MBH stock in
respect of the proposed transaction. Investors may obtain
additional information regarding the interest of such participants
by reading the proxy statement relating to the proposed transaction
and MBH's Annual Report on Form 10-K for its fiscal year ended
December 31, 2007 when they become available. Disclaimers This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy MBH's or CHS' securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such
state or jurisdiction. Any statements contained in this press
release that do not describe historical facts may constitute
forward-looking statements as that term is defined by the United
States Private Securities Litigation Reform Act of 1995. Any such
forward-looking statements contained herein are based on current
expectations, but are subject to a number of risks and
uncertainties that may cause actual results to differ materially
from expectations such as material adverse events affecting MBH and
CHS, their ability to complete a business combination and those
other risks and uncertainties detailed in their filings with the
Securities and Exchange Commission. MBH and CHS caution readers not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made. MBH and CHS do not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward- looking statement to reflect
any change in their expectations or any change in events,
conditions or circumstances on which any such statement is based.
Contacts: Elizabeth Scott / Jason Rando The Ruth Group 646-536-7014
/ 7025 DATASOURCE: MBF Healthcare Acquisition Corp. and Critical
Homecare Solutions, Inc. CONTACT: Elizabeth Scott, +1-646-536-7014,
, or Jason Rando, +1-646-536-7025, , both of The Ruth Group Web
site: http://www.criticalhs.com/
http://viavid.net/dce.aspx?sid=00004B8F
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