|[December 13, 2012]
BioScrip Enters into Agreement to Acquire HomeChoice Partners, Inc.
ELMSFORD, N.Y. --(Business Wire)--
BioScrip, Inc. (NASDAQ: BIOS) today announced that it has entered into a
definitive agreement to acquire HomeChoice Partners, Inc.
("HomeChoice"), a leading provider of alternate-site infusion pharmacy
services, for $70.0 million in cash. HomeChoice is a majority-owned
subsidiary of DaVita HealthCare Partners Inc. (NYSE: DVA). The purchase
price is subject to adjustment pursuant to the terms of the agreement
including potential additional consideration based on the results of
operations. BioScrip also expects to realize the value of a future tax
benefit estimated at $3.9 million as a result of the transaction.
Headquartered in Norfolk, VA, HomeChoice generates approximately $70
million in annual revenue, services approximately 15,000 patients
annually, and has fourteen infusion pharmacy locations in Pennsylvania,
Washington, DC, Maryland, Virginia, North Carolina, South Carolina,
Georgia, Missouri, and Alabama.
"We are pleased to have the HomeChoice team join our organization.
HomeChoice is a highly-regarded infusion services company with a
reputation for clinical excellence, strong referral and payor
relationships and superior customer service. This transaction is also
consistent with our stated goal of building our infusion business
through strategic and opportunistic acquisitions, which meet our
financial criteria and enable us to expand our national footprint,"
stated Rick Smith, President and Chief Executive Officer of BioScrip.
The transaction is subject to customary closing conditions, including
regulatory approval. The company expects the transaction will close in
the first quarter of 2013.
HomeChoice is expected to generate approximately $70 million in annual
revenue. Once fully integrated, this business should generate Adjusted
EBITDA margins between 12% and 14%. The company estimates that an
acquisition of this size can take 9 to 12 months to fully integrate.
About BioScrip, Inc.
BioScrip, Inc. provides comprehensive infusion and home care solutions.
By partnering with patients, physicians, healthcare payors, governmen
agencies and pharmaceutical manufacturers we are able to provide access
to infusible medications and management solutions. Our goal is to
optimize outcomes for chronic and other complex healthcare conditions
and enhance the quality of patient life. BioScrip brings clinical
competence in providing high-touch, comprehensive infusion and nursing
services to patients in the most convenient ways possible. Through our
customer services and treatments we aim to ensure the best possible
About DaVita HealthCare Partners Inc.
DaVita HealthCare Partners, a Fortune 500® company, is the
parent company of DaVita and HealthCare Partners. DaVita is a leading
provider of kidney care in the United States, delivering dialysis
services to patients with chronic kidney failure and end stage renal
disease. As of September 30, 2012, DaVita operated or provided
administrative services at 1,912 outpatient dialysis centers in 43
states in the United States serving approximately 150,000 patients, and
at 24 centers in five countries outside of the United States that serve
approximately 1,000 patients. HealthCare Partners manages and operates
medical groups and affiliated physician networks in California, Nevada,
Florida and New Mexico in its pursuit to deliver excellent-quality
health care in a dignified and compassionate manner. As of September 30,
2012, HealthCare Partners provided integrated care management for nearly
745,000 managed care patients, including more than 190,000 Medicare
Advantage members. For more information, please visit
Forward Looking Statements - Safe Harbor
This press release includes statements that may constitute
"forward-looking statements," including statements regarding the
Company's goals, performance and strategy. These statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. You can identify these statements by the
fact that they do not relate strictly to historical or current facts.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties,
and that actual results may differ materially from those in the
forward-looking statements as a result of various factors. Important
factors that could cause or contribute to such differences include but
are not limited to risks associated with the Company's ability to
consummate the transaction involving HomeChoice and ability to integrate
the acquired business, as well as the risks described in the Company's
periodic filings with the Securities and Exchange Commission, including
the Company's annual report on Form 10-K for the year ended December
31, 2011. The Company does not undertake any duty to update these
forward-looking statements after the date hereof, even though the
Company's situation may change in the future. All of the forward-looking
statements herein are qualified by these cautionary statements.
Non-GAAP Financial Measures
The Company has included statements in this press release regarding
anticipated Adjusted EBITDA of HomeChoice following consummation of the
transaction. Adjusted EBITDA is not a measurement of financial
performance under generally accepted accounting principles (GAAP) and
should not be used in isolation or as a substitute or alternative to net
income, operating income or any other performance measure derived in
accordance with GAAP, or as a substitute or alternative to cash flow
from operating activities or a measure of the Company's liquidity. In
addition, the Company's definition of Adjusted EBITDA may not be
comparable to similarly titled non-GAAP financial measures reported by
other companies. Adjusted EBITDA, as defined by the Company, represents
net income before net interest expense, income tax expense, depreciation
and amortization, stock-based compensation expense, acquisition,
integration, transitional expenses, and restructuring-related expenses.
Management believes this non-GAAP financial measure provides additional
important insight into the Company's ongoing operations and meaningful
metrics to evidence the Company's continuing profitability trend.
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