All-Stock Transaction Combines Highly
Complementary Businesses Unlocking Significant Benefits for
Patients, Providers, Payers, and Care Teams
Increases Access to High Quality Care for
Communities Across the U.S. through a Unique National Clinical
Platform
Comprehensive Capabilities Across Alternate
Site Care Spectrum Position Combined Company to Move Deeper into
Value-Based Care
Highly Attractive Combined Financial Profile
Which Generated $6.2 Billion in
Revenues and $622 Million in Adjusted
EBITDA on a Combined Basis for Full Year 2022
Creates Stockholder Value Including Through
Anticipated Annual Run-Rate Revenue and Cost Synergies of
Approximately $75 Million by Year
Three Following Close
Companies to Host Joint Conference Call and
Webcast at 5:30 p.m. ET Today,
May 3, 2023, to Discuss
Transaction
BANNOCKBURN, Ill. and BATON ROUGE, La., May 3, 2023
/PRNewswire/ -- Option Care Health, Inc. ("Option Care Health")
(Nasdaq: OPCH), the nation's largest independent provider of home
and alternate site infusion services, and Amedisys, Inc. (NASDAQ:
AMED), a leading provider of home health, hospice and high-acuity
care, today announced that they have entered into a definitive
merger agreement to combine in an all-stock transaction that values
Amedisys at approximately $3.6
billion, including the assumption of net debt.
Under the terms of the agreement, Amedisys stockholders will
receive 3.0213 shares of Option Care Health common stock for each
share of Amedisys common stock they hold at the closing of the
transaction, the equivalent of $97.38
per Amedisys share based on Option Care Health's closing stock
price on May 2, 2023. This represents
an approximate 26% premium to Amedisys stockholders based on the
closing stock price of Amedisys on May 2,
2023. Upon closing Option Care Health stockholders will own
approximately 64.5% of the combined company, and Amedisys
stockholders will own approximately 35.5%.
Combining Amedisys' home health, hospice, palliative, and
high-acuity care services with Option Care Health's complementary
home and alternate site infusion services will create a leading,
independent platform for home and alternate site care. Together,
Option Care Health and Amedisys will have a national clinical
workforce of more than 16,500 professionals including but not
limited to nursing professionals, pharmacists, pharmacy
technicians, dieticians, physical, occupational, and speech
therapists, social workers, and aides and 674 care centers across
the U.S. committed to delivering high-quality alternate site care.
The combined company will have a scaled national platform empowered
to move deeper into a value-based care model, serving communities
across the country and helping to benefit patients and their
families, providers, payers, and care teams. Based on recently
reported 2022 financial results, the combined company generated
revenues of approximately $6.2
billion and adjusted EBITDA of approximately $622 million on a combined basis.
"This transaction unites two leading and complementary companies
to provide unsurpassed care and superior clinical outcomes to
patients," said John C. Rademacher,
President and Chief Executive Officer of Option Care Health. "Our
mission is to transform health care by providing innovative
services that improve outcomes, reduce costs, and deliver hope and
dignity for patients and their families. With the addition of
Amedisys, we will bolster our offerings to meet the growing demand
for personalized care in the home and alternative sites that move
us closer to achieving this goal. The combination will link
together our teams of passionate, compassionate, and highly skilled
professionals to create a unique platform and breadth of services
that will help us move deeper into value-based care and allow us to
better serve patients. We look forward to working closely with the
Amedisys team to build on our strong track record of operational
integration as we bring our companies together to create
significant long-term value for stockholders."
"This combination is a testament to the incredible work and
quality outcomes Amedisys delivers on a daily basis for our
patients wherever they call home," said Richard Ashworth, President and Chief Executive
Officer of Amedisys. "Bringing together Option Care Health and
Amedisys is an exciting next step on our journey and one that we
believe will deliver significant value to stockholders, allowing
them to participate in the upside of a combined company that is
well positioned in the home infusion and growing home health,
hospice, palliative, and high-acuity care spaces. We look forward
to joining Option Care Health and working together to provide our
patients with the highest quality care across all our service
offerings."
Compelling Strategic and Financial Benefits
- Enhances Avenues for Growth through Creation of
Comprehensive Care Platform Serving Chronic, Acute, and Post-Acute
Patient Populations Across a Broad Continuum from Preventative Care
through End of Life Care. As a leader in home health services,
Amedisys adds a strong presence in hospital at
home, home health, hospice, palliative, and high-acuity care
services better enabling Option Care Health to expand beyond its
existing home and alternate site infusion services. The combined
company will be a leader in end-to-end home-based health solutions
and will be well positioned to meet growing demand due to increased
therapeutic pathways, aging populations, and the growing desire for
alternate site health services.
- Positioned to Deliver Significant Benefits to Patients by
Broadening Relationships with Health Systems and Payers with
Innovative Programs. Health system referral networks are
increasingly looking for a single provider partner for home health,
infusion, and hospice pathways and transitions. Following the
closing of the transaction, Option Care Health expects to be well
positioned to serve as that single partner with its offerings
across the alternate site care spectrum. Both companies have track
records of working closely with payers to offer consistent,
high-quality care at an appropriate cost. Together, the companies
are expected to expand relationships with commercial and government
payers to deliver more affordable cost of care.
- Scaled and Unparalleled Clinician Team Across Broad
Professional Specialties. Together, Option Care Health and
Amedisys will have a national clinician workforce of more than
16,500 health care professionals across 46 states, and will
have 674 sites across the U.S., providing increased access for
patients. Option Care Health is expected to leverage its national
infusion nursing network with Amedisys' home health, hospice,
palliative, and high-acuity platform to help create a system of
field-based clinicians with processes in place to better optimize
staffing and retention to help meet growing market demand.
- Enables Intelligent Insights to Enhance Outcomes and Reduce
Cost of Care. Option Care Health and Amedisys, along with their
stakeholders, are expected to benefit from combined patient data
sets across a critical population, enhancing opportunities to
proactively identify interventions, increase patient engagement,
enhance clinical protocols, and offer value-based care.
- Delivers Stockholder Value through Significant Synergies and
Enhanced Revenue and Earnings Growth. The companies expect to
generate annual run-rate synergies of approximately $75 million by year three following close,
including approximately $50 million
of cost synergies and approximately $25
million in incremental adjusted EBITDA from revenue
synergies. The revenue synergies will be derived from the
complementary nature of the businesses and referral growth in a
substantially larger market. The transaction is expected to result
in a more diversified revenue base through improving the combined
company's access to private payers and government-managed health
plans.
- Strong Balance Sheet and Financial Profile. The combined
company expects to have a stronger financial profile and
greater flexibility for future capital deployment. The combined
company generated more than $400
million in cash flow from operations for the full year 2022.
Additionally, the combined company's leverage profile, defined as
net debt divided by Adjusted EBITDA on a combined basis for full
year 2022, was approximately 2.0x as of December 31, 2022.
Leadership, Governance and Headquarters
Mr. Rademacher and Mike Shapiro
will continue to lead the combined company in their roles as CEO
and CFO, respectively. Given the complementary nature of the
businesses and extensive expertise within each organization, it is
expected that the broader leadership team will comprise talent from
both legacy organizations. Upon closing, the combined company will
have a 10 member Board of Directors, including seven directors from
Option Care Health's Board and three directors from Amedisys'
Board.
The combined company will be headquartered in Bannockburn, Illinois, the location of Option
Care Health's headquarters, and will continue to maintain
substantial operations in Amedisys' corporate locations in
Baton Rouge, Louisiana and
Nashville, Tennessee. The combined
company will have operations throughout the U.S. consistent with
its local and community-based approach.
Approvals and Time to Close
The transaction is expected to close in the second half of 2023,
subject to approval by Option Care Health and Amedisys stockholders
and other customary closing conditions, including receipt of
applicable regulatory approvals. The transaction was approved by
the Boards of Directors of both companies.
Option Care Health's and Amedisys' First Quarter 2023
Financial Results
In separate press releases issued today, Option Care Health and
Amedisys each announced financial results for the first fiscal
quarter of 2023. The press releases are available on the Investor
Relations pages of the companies' respective websites.
Conference Call and Webcast
Option Care Health and Amedisys will hold an investor conference
call and webcast today, May 3, at
5:30 PM ET / 4:30 PM CT to discuss the details of the
transaction. In light of the transaction announcement, both Option
Care Health and Amedisys will forego their respective previously
scheduled first quarter fiscal 2023 earnings conference calls.
The event can be accessed from the Investor Relations pages of
Option Care Health's and Amedisys' websites at
investors.optioncarehealth.com and investors.amedisys.com. Today's
conference call may also be accessed by dialing (800) 343-1703 in
the U.S. or (785) 424-1116 internationally, Conference ID: 20972. A
replay of the webcast will be available through May 10, 2023 on both companies' websites, or by
dialing (800) 839-1198 in the U.S. or (402) 220-0458
internationally, Conference ID: 20972.
Associated materials regarding the transaction will be available
on the investor relations section of each company's website as well
as a joint transaction website at
www.OptionCareHealthAmedisys.com.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Option Care Health and Kirkland & Ellis LLP and
McDermott Will & Emery LLP are
serving as legal counsel. Guggenheim Securities, LLC is serving as
exclusive financial advisor to Amedisys and Paul, Weiss, Rifkind,
Wharton & Garrison LLP is serving as legal counsel.
No Offer or Solicitation
This communication relates to the proposed merger (the "proposed
transaction") between Option Care Health and Amedisys. This
communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, Option Care Health
and Amedisys will file relevant materials with the United States
Securities and Exchange Commission (the "SEC"), including an Option
Care Health registration statement on Form S-4 that will include a
joint proxy statement of Option Care Health and Amedisys that also
constitutes a prospectus of Option Care Health, and a definitive
joint proxy statement/prospectus will be mailed to stockholders of
Option Care Health and Amedisys. INVESTORS AND SECURITY HOLDERS OF
OPTION CARE HEALTH AND Amedisys ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders will be able to obtain free copies of the
registration statement and the joint proxy statement/prospectus
(when available) and other documents filed with the SEC by Option
Care Health or Amedisys through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the
SEC by Option Care Health will be available free of charge on
Option Care Health's internet website at
https://investors.optioncarehealth.com or by contacting Option Care
Health's investor relations department at
investor.relations@optioncare.com. Copies of the documents
filed with the SEC by Amedisys will be available free of charge on
Amedisys' internet website at https://investors.amedisys.com or by
contacting Amedisys' investor relations department at
IR@amedisys.com.
Certain Information Regarding Participants
Option Care Health, Amedisys and their respective directors and
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive
officers of Option Care Health is set forth in its proxy statement
for its 2023 annual meeting of stockholders, which was filed with
the SEC on April 7, 2023. Information
about the directors and executive officers of Amedisys is set forth
in its proxy statement for its 2023 annual meeting of stockholders,
which was filed with the SEC on April
27, 2023. Other information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transaction when they become available. You may obtain these
documents (when they become available) free of charge through the
website maintained by the SEC at http://www.sec.gov and from the
investor relations departments at Option Care Health or Amedisys as
described above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain "forward-looking statements"
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: "anticipate,"
"intend," "plan," "believe," "project," "estimate," "expect,"
"may," "should," "will" and similar references to future periods.
Examples of forward-looking statements include projections as to
the anticipated benefits of the proposed transaction as well as
statements regarding the impact of the proposed transaction on
Option Care Health's and Amedisys' business and future financial
and operating results, the amount and timing of synergies from the
proposed transaction and the closing date for the proposed
transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
management's current beliefs, expectations and assumptions
regarding the future of Option Care Health's hand Amedisys'
business, future plans and strategies, projections, anticipated
events and trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of Option
Care Health's and Amedisys' control. Option Care Health's,
Amedisys' and the combined company's actual results and financial
condition may differ materially from those indicated in the
forward-looking statements as a result of various factors. These
factors include, among other things, (1) the termination of or
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement or the
inability to complete the proposed transaction on the anticipated
terms and timetable, (2) the inability to complete the proposed
transaction due to the failure to obtain approval of the
stockholders of Option Care Health or Amedisys or to satisfy any
other condition to closing in a timely manner or at all, or the
risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated, (3) the ability to
recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, the ability of the
combined company to maintain relationships with its patients,
payers and providers and retain its management and key employees,
(4) the ability of the combined company to achieve the synergies
contemplated by the proposed transaction or such synergies taking
longer to realize than expected, (5) costs related to the proposed
transaction, (6) the ability of the combined company to execute
successfully its strategic plans, (7) the ability of the combined
company to promptly and effectively integrate the Option Care
Health and Amedisys businesses and (8) the diversion of
management's time and attention from ordinary course business
operations to completion of the proposed transaction and
integration matters. The foregoing review of important factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
elsewhere. Additional information concerning risks, uncertainties
and assumptions can be found in Option Care Health's and Amedisys'
respective filings with the SEC, including the risk factors
discussed in Option Care Health's and Amedisys' most recent Annual
Reports on Form 10-K, as updated by their Quarterly Reports on Form
10-Q and future filings with the SEC.
It should also be noted that prospective financial information
for the combined businesses of Option Care Health and Amedisys is
based on management's estimates, assumptions and projections and
has not been prepared in conformance with the applicable accounting
requirements of Regulation S-X relating to pro forma financial
information, and the required pro forma adjustments have not been
applied and are not reflected therein. This prospective financial
information should not be relied upon as being necessarily
indicative of future results. The assumptions and estimates
underlying the prospective financial information are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the prospective financial information. Accordingly,
there can be no assurance that the prospective financial
information is indicative of the future performance of the combined
company or that actual results will not differ materially from
those presented in the prospective financial information. Inclusion
of the prospective financial information in this communication
should not be regarded as a representation by any person that the
results contained in the prospective financial information will be
achieved. None of this information should be considered in
isolation from, or as a substitute for, the historical financial
statements of Amedisys and Option Care Health.
Any forward-looking statement made in this communication is
based only on information currently available to Option Care Health
and Amedisys and speaks only as of the date on which it is made.
Option Care Health and Amedisys undertake no obligation to publicly
update any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new
information, future developments or otherwise. You are cautioned
not to rely on Option Care Health's and Amedisys' forward-looking
statements.
Note Regarding Use of Non-GAAP Financial Measures
In addition to the financial measures presented in accordance
with U.S. generally accepted accounting principles ("GAAP"), this
communication includes certain non-GAAP financial measures, such as
Adjusted EBITDA. Option Care Health and Amedisys believe Adjusted
EBITDA provides useful supplemental information regarding the
performance of their business operations and facilitates
comparisons to their historical operating results. Adjusted EBITDA
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 liquidity.
In addition, Option Care Health's and Amedisys' definition of
Adjusted EBITDA may not be comparable to similarly titled non-GAAP
financial measures reported by other companies. For a definition of
Adjusted EBITDA and a full reconciliation of Adjusted EBITDA to the
most comparable GAAP financial measure, please see Option Care
Health's Current Report on Form 8-K filed with the SEC on
February 23, 2023 and Amedisys'
Current Report on Form 8-K filed with the SEC on February 15, 2023. Adjusted EBITDA for Amedisys
as disclosed herein adds back stock-based compensation of
$17 million for full year 2022.
This communication also includes certain financial measures for
the combined company. These measures are provided for illustrative
purposes, are based on an arithmetic sum of the relevant historical
financial measures of Option Care Health and Amedisys and do not
reflect pro forma adjustments. These measures do not reflect what
the combined company's financial condition or results of operations
would have been had the proposed transaction occurred on or prior
to the dates indicated. The combined company's actual financial
position and results of operations may differ significantly from
the amounts reflected herein due to a variety of factors.
Numerical data included in this communication has been subject
to rounding adjustments. Accordingly, numerical data representing
totals may not be arithmetic aggregations of the data that precede
them.
About Option Care Health
Option Care Health is the nation's largest independent provider
of home and alternate site infusion services. With over 7,500 team
members including more than 4,500 clinicians, we work
compassionately to elevate standards of care for patients with
acute and chronic conditions in all 50 states. Through our clinical
leadership, expertise and national scale, Option Care Health is
reimagining the infusion care experience for patients, customers
and team members. To learn more, please visit our website at
OptionCareHealth.com.
About Amedisys
Amedisys, Inc. is a leading healthcare at home Company
delivering personalized home health, hospice and high-acuity care
services. Amedisys is focused on delivering the care that is best
for our patients, whether that is inpatient hospital, palliative,
and skilled nursing facility ("SNF") care in their homes;
home-based recovery and rehabilitation after an operation or
injury; care focused on empowering them to manage a chronic
disease; or hospice care at the end of life. More than 3,000
hospitals and 102,000 physicians nationwide have chosen Amedisys as
a partner in post-acute care. Founded in 1982, headquartered in
Baton Rouge, LA with an executive
office in Nashville, TN, Amedisys
is a publicly held company. With approximately 16,500 employees, in
522 care centers in 37 states and the District of Columbia, Amedisys is dedicated to
delivering the highest quality of care to the doorsteps of more
than 465,000 patients in need every year, performing more than 11.2
million visits annually. For more information about the Company,
please visit: www.amedisys.com.
OPTION CARE HEALTH CONTACT
Mike Shapiro
Chief Financial Officer
(312) 940-2538
investor.relations@optioncare.com
AMEDISYS CONTACT
Nick
Muscato
Chief Strategy Officer
(855) 259-2046
IR@amedisys.com
MEDIA CONTACT
Arielle
Rothstein / Sharon Stern /
Leigh Parrish
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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SOURCE Option Care Health, Inc.; Amedisys, Inc.