LHC Group, Inc. (“LHC Group”) (NASDAQ: LHCG) and Almost Family,
Inc. (“Almost Family”) (NASDAQ: AFAM) announced today that, based
on a preliminary count of the voting results, the stockholders of
both LHC Group and Almost Family overwhelmingly approved the
previously announced merger of equals between the two companies at
their respective special meetings held earlier today. Following the
special meetings, the two companies closed the merger, which will
become effective on April 1, 2018. Consistent with previous
announcements, LHC Group expects to update its 2018 guidance to
include the operations of Almost Family for fiscal 2018 following
the effectiveness of the merger.
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The transaction creates the second largest in-home healthcare
provider in the country with an expanded geographic service
territory of 36 states covering over 60 percent of the U.S.
population aged 65 and over, and more than 780 locations, including
those related to 76 joint venture partnerships with health systems
that consist of 336 hospitals.
Commenting on the announcement, Keith G. Myers, LHC Group’s
chairman and CEO, said, “This is an exciting time for our
employees, joint venture partners, and stockholders. For months, we
have worked tirelessly to prepare for combining our two companies.
Today’s vote and closing bring us closer to realizing our potential
as leaders in the ongoing evolution of the in-home healthcare
industry.”
Pursuant to the merger agreement between the two companies, each
outstanding share of Almost Family common stock will be exchanged
for 0.9150 of a LHC Group share at the effective time of the
merger. The shares of Almost Family ceased trading at the close of
the NASDAQ stock market on March 29, 2018. The combined company
will operate under the LHC Group name, with common shares traded on
the NASDAQ under ticker symbol “LHCG.”
About LHC Group, Inc.LHC Group, Inc. is a national
provider of non-acute healthcare services, providing quality,
cost-effective healthcare to patients primarily within the comfort
and privacy of their home or place of residence. LHC Group provides
a comprehensive array of healthcare services through home health,
hospice, community-based services agencies and facility-based
services. LHC Group operates 320 home health services locations, 92
hospice locations, 12 community-based service locations and 15
long-term acute care hospitals (LTACHs).
About Almost Family, Inc.Almost Family, Inc., founded in
1976, is a leading national provider of home healthcare services,
with 332 branch locations in 26 states, including its joint venture
with Community Health Systems, Inc. Almost Family, Inc. and its
subsidiaries operate home health, other home-based services and
healthcare innovations segments.
Forward-Looking StatementsForward-looking statements
relating to the transaction include, but are not limited to:
statements about the benefits of the transaction, including
anticipated earnings accretion, synergies and cost savings and
future financial and operating results; LHC Group’s and Almost
Family’s plans, objectives, expectations, projections and
intentions; and other statements relating to the transaction that
are not historical facts. Forward-looking statements are based on
information currently available to LHC Group and Almost Family and
involve estimates, expectations and projections. Investors are
cautioned that all such forward-looking statements are subject to
risks and uncertainties, and important factors could cause actual
events or results to differ materially from those indicated by such
forward-looking statements. With respect to the transaction, these
risks, uncertainties and factors include, but are not limited to:
the risk that the businesses will not be integrated successfully;
the risk that the cost savings, synergies and growth from the
transaction may not be fully realized or may take longer to realize
than expected; the diversion of management time on
integration-related issues; the risk that costs associated with the
integration of the businesses are higher than anticipated; and
litigation risks related to the transaction. With respect to the
businesses of the combined company, these risks, uncertainties and
factors include, but are not limited to: changes in, or failure to
comply with, existing government regulations that impact the
combined company’s businesses; legislative proposals for healthcare
reform; the impact of changes in future interpretations of fraud,
anti-kickback, or other laws; changes in Medicare and Medicaid
reimbursement levels; changes in laws and regulations with respect
to Accountable Care Organizations; changes in the marketplace and
regulatory environment for Health Risk Assessments; decrease in
demand for the combined company’s services; the potential impact of
the transaction on relationships with customers, joint venture and
other partners, competitors, management and other employees,
including the loss of significant contracts or reduction in
revenues associated with major payor sources; ability of customers
to pay for services; risks related to any current or future
litigation proceedings; potential audits and investigations by
government and regulatory agencies, including the impact of any
negative publicity or litigation; the ability to attract new
customers and retain existing customers in the manner anticipated;
the ability to hire and retain key personnel; increased competition
from other entities offering similar services as offered by the
combined company; reliance on and integration of information
technology systems; ability to protect intellectual property
rights; impact of security breaches, cyber-attacks or fraudulent
activity on the combined company’s reputation; the risks associated
with assumptions the parties make in connection with the parties’
critical accounting estimates and legal proceedings; the risks
associated with the combined company’s expansion strategy, the
successful integration of recent acquisitions, and if necessary,
the ability to relocate or restructure current facilities; and the
potential impact of an economic downturn or effects of tax
assessments or tax positions taken, risks related to goodwill and
other intangible asset impairment, tax adjustments, anticipated tax
rates, benefit or retirement plan costs, or other regulatory
compliance costs.
Additional information concerning these and other risk factors
is also contained in LHC Group’s S-4 Registration Statement that
has been filed with the Securities and Exchange Commission (“SEC”)
and was declared effective by the SEC on February 12, 2018, which
includes the joint proxy statement for LHC Group and Almost Family,
as well as LHC Group’s and Almost Family’s most recently filed
Annual Reports on Form 10-K and subsequent Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
Many of these risks, uncertainties and assumptions are beyond
LHC Group’s or Almost Family’s ability to control or predict.
Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements.
Furthermore, forward-looking statements speak only as of the
information currently available to the parties on the date they are
made, and neither LHC Group nor Almost Family undertakes any
obligation to update publicly or revise any forward-looking
statements to reflect events or circumstances that may arise after
the date of this press release. Neither LHC Group nor Almost Family
gives any assurance (1) that either LHC Group or Almost Family
will achieve its expectations, or (2) concerning any result or
the timing thereof. All subsequent written and oral forward-looking
statements concerning the transaction, the combined company or
other matters and attributable to LHC Group or Almost Family or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
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Investors:LHC Group, Inc.Eric Elliott, 337-233-1307Senior Vice
President of Financeeric.elliott@lhcgroup.comorAlmost Family,
Inc.Steven Guenthner, 502-891-1000President and Principal Financial
Officersteveguenthner@almostfamily.comorMedia:Schmidt Public
AffairsRebecca Reid, 410-212-3843rreid@schmidtpa.com
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