DFB Healthcare Acquisitions Corp. Announces Stockholder Approval of Business Combination With AdaptHealth Holdings, LLC
November 07 2019 - 12:05PM
Business Wire
DFB Healthcare Acquisitions Corp. (“DFB”) (NASDAQ: DFBH,
DFBHU, DFBHW), a special purpose acquisition company sponsored
by Deerfield Management and Richard Barasch, announced today that
DFB’s stockholders have voted to approve all of the proposals
related to the proposed business combination with AdaptHealth
Holdings LLC (“Adapt”), the third largest distributor of home
medical equipment in the United States, which will result in Adapt
becoming a partially owned subsidiary of DFB (the “Business
Combination”). DFB’s Board of Directors had previously approved the
Business Combination and recommended that its stockholders vote in
favor of all of the proposals relating to the Business
Combination.
In addition to approving the Agreement and Plan of Merger, DFB’s
stockholders approved proposals to (i) amend the amended and
restated certificate of incorporation of DFB to, among other
things, change DFB’s name to AdaptHealth Corp. and remove certain
provisions related to DFB’s status as a blank check company; (ii)
issue certain securities for purposes of complying with applicable
listing rules of The Nasdaq Capital Market; (iii) approve the
AdaptHealth Corp. 2019 Stock Incentive Plan; (iv) approve the
AdaptHealth Corp. 2019 Employee Stock Purchase Plan; and (v) elect
seven directors to the board of DFB (Richard Barasch, Alan Quasha,
Terence Connors, Dr. Susan Weaver, Dale Wolf, Luke McGee and Joshua
Parnes).
The Business Combination is expected to close on Friday,
November 8, 2019. Upon closing, Adapt will become a partially owned
subsidiary of DFB and DFB will be renamed AdaptHealth Corp. as of
the same date. Following the closing of the Business Combination,
it is expected that the combined company’s Class A common stock and
warrants will continue to be listed on The Nasdaq Capital Market
under the ticker symbols “AHCO” and “AHCOW”, respectively. The
combined company’s units, which had been traded under the ticker
symbol “DFBHU,” are expected to separate into their components of
one share of common stock and one-third of one warrant to purchase
a share of common stock on November 11, 2019.
Forward-Looking
Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and
expectations, and the closing of the proposed transaction. These
statements are based on various assumptions and on the current
expectations of DFB and Adapt management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of DFB and Adapt.
These forward-looking statements are subject to a number of risks
and uncertainties, including the outcome of judicial and
administrative proceedings to which Adapt may become a party or
governmental investigations to which Adapt may become subject that
could interrupt or limit Adapt’s operations, result in adverse
judgments, settlements or fines and create negative publicity;
changes in Adapt’s clients’ preferences, prospects and the
competitive conditions prevailing in the healthcare sector; the
inability of the parties to successfully or timely consummate the
proposed transaction; failure to realize the anticipated benefits
of the proposed transaction, including as a result of a delay in
consummating the proposed transaction or a delay or difficulty in
integrating the businesses of DFB and Adapt; those factors
discussed in the definitive proxy statement filed by DFB with
respect to the proposed transaction under the heading “Risk
Factors,” and other documents of DFB filed, or to be filed, with
the SEC. If the risks materialize or assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither DFB nor Adapt presently know or that DFB and Adapt
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect DFB’s
and Adapt’s expectations, plans or forecasts of future events and
views as of the date of this press release. DFB and Adapt
anticipate that subsequent events and developments will cause DFB’s
and Adapt’s assessments to change. However, while DFB and Adapt may
elect to update these forward-looking statements at some point in
the future, DFB and Adapt specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon
as representing DFB’s and Adapt’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20191107005861/en/
DFB Healthcare Chris Wolfe (212) 769-4546
chris.wolfe@dfbhealthcare.com DFB Investor Relations The
Equity Group Inc. Devin Sullivan Senior Vice President
dsullivan@equityny.com (212) 836-9608
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