28.02.2008 13:00:00
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Odyssey Healthcare Announces Completion of Initial Offering Period in Tender Offer for Vistacare, Inc. and Commencement of Subsequent Offering Period
Odyssey HealthCare, Inc. (NASDAQ: ODSY) today announced the expiration
of the initial offering period of the tender offer by its indirect
wholly owned subsidiary, OHC Investment, Inc., for all outstanding
shares of class A common stock (including the associated preferred stock
purchase rights) of VistaCare, Inc. (NASDAQ: VSTA). The initial offering
period expired, as scheduled, at 12:00 midnight, New York City time, on
February 27, 2008.
The depositary for the offer has advised Odyssey that, as of the
expiration of the initial offering period, a total of approximately
14,212,491 shares of VistaCare class A common stock were validly
tendered to OHC Investment and not properly withdrawn, including
approximately 609,813 shares tendered under guaranteed delivery
procedures, which represented approximately 84% of the outstanding
shares of class A common stock of VistaCare. All shares that were
validly tendered and not properly withdrawn have been accepted for
purchase.
Odyssey also announced that OHC Investment has commenced a subsequent
offering period to acquire all remaining shares of VistaCare class A
common stock at the same $8.60 per share cash price offered in the
initial offering period. Now that Odyssey indirectly owns a majority of
VistaCare’s outstanding shares, the subsequent
offering period will give VistaCare’s
non-tendering stockholders the opportunity to receive $8.60 per share in
cash on an expedited basis by tendering their shares during the
subsequent offering period rather than being required to wait for
payment until completion of the merger described below, which merger is
assured now that Odyssey indirectly owns a majority of the outstanding
shares.
All shares validly tendered during the subsequent offering period will
be immediately accepted and payment will be made promptly after
acceptance, in accordance with the terms of the tender offer. Procedures
for tendering shares during the subsequent offering period are the same
as during the initial offering period with the exception that (1) shares
cannot be delivered by the guaranteed delivery procedure and (2)
pursuant to the federal securities laws, shares tendered during the
subsequent offering period may not be withdrawn. Further, no shares
validly tendered in the tender offer during the initial offering period
may be withdrawn during the subsequent offering period. The subsequent
offering period will expire at 5:00 p.m., New York City time, on March
4, 2008, unless further extended in accordance with the terms of the
tender offer. Any such extension will be followed by a public
announcement no later than 9:00 a.m., New York City time, on the next
business day after the subsequent offering period was scheduled to
expire.
As provided in the definitive merger agreement by and among VistaCare
and Odyssey’s affiliates, Odyssey intends to
complete the merger of OHC Investment with and into VistaCare as soon as
practicable following the subsequent offering period. In the merger,
Odyssey will indirectly acquire all remaining outstanding VistaCare
shares for cash of $8.60 per share. Completion of the merger is
conditioned on the adoption of the merger agreement by the holders of a
majority of the outstanding shares of VistaCare class A common stock,
which adoption is assured now that Odyssey indirectly owns a majority of
the outstanding shares.
If following the subsequent offering period OHC Investment owns at least
90% of the outstanding shares of VistaCare’s
class A common stock, under Delaware law the merger will be completed
without a meeting of VistaCare’s stockholders.
Otherwise, a meeting of VistaCare’s
stockholders will be required to consider the adoption of the merger
agreement, at which meeting OHC Investment intends to vote to adopt the
merger agreement. VistaCare’s stockholders who
continue to hold their shares at the time of the merger and have not
voted in favor of the merger and who satisfy certain other requirements
under Delaware law will have appraisal rights in connection with the
merger.
About Odyssey HealthCare
Based in Dallas, Texas, Odyssey is one of the largest providers of
hospice care in the country in terms of both average daily patient
census and number of locations. Odyssey seeks to improve the quality of
life of terminally ill patients and their families by providing care
directed at managing pain and other discomforting symptoms and by
addressing the psychosocial and spiritual needs of patients and their
families.
Important Additional Information Filed With the SEC
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any securities. At
the time the tender offer was commenced, Odyssey caused its subsidiaries
to file a tender offer statement with the U.S. Securities and Exchange
Commission (the "SEC”).
Investors and VistaCare security holders are strongly advised to read
the tender offer statement (including the offer to purchase, letter of
transmittal and related tender offer documents), and the related
solicitation/recommendation statement that was filed by VistaCare with
the SEC, because they contain important information. These documents are
available at no charge on the SEC’s web site
at www.sec.gov. In addition, a copy of
the offer to purchase, letter of transmittal and certain other related
tender offer documents may be obtained at no charge by directing a
request by mail to D.F. King & Co., Inc., 48 Wall Street, New York, New
York 10005 or by calling toll-free (800) 431-9645.
Certain statements contained in this press release are
forward-looking statements within the meaning of the federal securities
laws. Such forward-looking statements are based on management’s
current expectations and are subject to known and unknown risks,
uncertainties and assumptions which may cause the forward-looking events
and circumstances discussed in this press release to differ materially
from those anticipated or implied by the forward-looking statements, including
that the merger may not be consummated for reasons including
because conditions precedent to the completion of the merger may not be
satisfied and the disclosures contained under the headings "Government
Regulation and Payment Structure” in "Item
1. Business” and "Item
1A. Risk Factors” of Odyssey’s
Annual Report on Form 10-K filed with the SEC on March 9, 2007, and its
most recent report on Form 10-Q and in its other filings with the SEC. Many of these factors are beyond the ability of the Company to
control or predict. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking
statements, which reflect management’s views
only as of the date hereof. The Company undertakes no obligation
to revise or update any of the forward-looking statements or publicly
announce any updates or revisions to any of the forward-looking
statements contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.
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