MBF Healthcare Acquisition Corp. Announces Expiration of Financing Commitment Letter for Transaction With Critical Homecare Solu
August 01 2008 - 6:00AM
PR Newswire (US)
CORAL GABLES, Fla., Aug. 1 /PRNewswire-FirstCall/ -- MBF Healthcare
Acquisition Corp. (AMEX:MBH), a publicly traded special purpose
acquisition company, announced today that its financing commitment
letter with Jefferies Finance LLC, dated February 6, 2008, expired
pursuant to its terms on July 31, 2008. The commitment letter was
executed in connection with MBH's proposed acquisition of Critical
Homecare Solutions Holdings, Inc. ("CHS"), based on the signed
definitive stock purchase agreement dated February 6, 2008 (the
"Stock Purchase Agreement"). CHS is a privately-owned, leading
provider of comprehensive home infusion therapy and specialty
infusion services. MBH is currently engaged in seeking alternative
sources of financing in connection with the transactions
contemplated by the Stock Purchase Agreement. MBH and the Sellers
have proposed to restructure the transaction in order to reduce the
fully diluted enterprise value. As per the July 2008 investor
presentation, the restructured enterprise value is now estimated at
$479 million, revised from the original estimated enterprise value
of $534 million. CHS provided 2008 EBITDA guidance of $43 million
to $45 million and 2009 EBITDA guidance of $53 million to $55
million. On July 31, 2008, pursuant to an amendment to the Stock
Purchase Agreement, MBH, CHS and the Sellers have agreed to set the
termination date of the Stock Purchase Agreement as August 29,
2008, subject to the parties' ability to secure a new committed
credit facility on or before August 29, 2008, and MBH's ability to
acquire at least 16,171,875 warrants from certain MBH warrant
holders in privately negotiated transactions and subsequently
retire such warrants. If both of these conditions are met, the
termination date will be extended to September 30, 2008. About MBF
Healthcare Acquisition Corp. MBH is a special purpose acquisition
company formed for the purpose of acquiring, through a merger,
capital stock exchange, stock purchase, asset acquisition or other
similar business combination, one or more operating businesses in
the healthcare industry. About Critical Homecare Solutions
Holdings, 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 35
infusion locations in 16 states, primarily in the eastern United
States. CHS also provides over 350,000 nursing and therapy visits
and approximately 600,000 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
approximately 20,000 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 (SEC).
Additional Information and Where to Find It On June 3, 2008, MBH
filed an amended preliminary proxy statement concerning the
proposed transaction, which is subject to review by the SEC. 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. MBH stockholders will be able to obtain a
free copy of the definitive proxy statement through the SEC's
internet website (http://www.sec.gov/). Copies of the proxy
statement can also be obtained, without charge, by directing a
request to MBF Healthcare Acquisition Corp., 121 Alhambra Plaza,
Suite 1100, Coral Gables, FL 33134. Participants in Solicitation
MBH and its directors and executive officers and CHS 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 definitive 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. Forward
Looking Statements 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
SEC. 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: Stephanie
Carrington/Jared Hoffman The Ruth Group 646-536-7017 / 7013
DATASOURCE: MBF Healthcare Acquisition Corp. CONTACT: Stephanie
Carrington, +1-646-536-7017, - Jared Hoffman, +1-646-536-7013, ,
both of The Ruth Group
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