BioScrip Inc. (BIOS) announced that it has signed a definitive agreement to acquire Critical Homecare Solutions, a provider of home infusion and home health agency services to patients suffering from chronic and acute medical conditions.
BioScrip will acquire Critical Homecare Solutions for a total of $343.2 million in cash and stock. The consideration will include cash of $242.0 million, including approximately $132.0 million to repay Critical Homecare Solutions' debt, and the issuance of $101.2 million of common stock, or approximately 12.94 million shares. BioScrip will also issue 3.40 million warrants with a $10.00 exercise price and five-year term to Critical Homecare shareholders.
BioScrip said Jefferies Finance LLC has provided a $375 million financing commitment, including a $50 million revolving credit facility, which is expected to be substantially unfunded at close of the transaction. The transaction is expected to be financed through a combination of bank financing and the issuance of senior notes. The transaction is expected to close by March 31.
BioScrip stated that, assuming a closing date of March 31, 2010 financial results would include 9 months of Critical Homecare Solutions' operations. BioScrip estimates that the combined company will generate revenues in 2010 of approximately $1.67 billion-$1.73 billion, gross profit of $267.0 million-$277.0 million, or approximately 16% percent of sales, and adjusted EBITDAO of $67.0 million-$71.0 million.
The company expects the transaction to be modestly accretive to earnings per share on a cash basis and slightly dilutive on a GAAP basis in 2010. Cash and GAAP earnings per share accretion is expected in 2011 and beyond.
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