Med Diversified to Acquire TLCS
JACKSONVILLE BEACH, Fla. & LOWELL, Mass., Aug 28, 2001 (BUSINESS WIRE) --
e-MedSoft.com, dba Med Diversified (AMEX:MED), today announced that it has
signed an agreement to acquire Tender Loving Care Inc. (OTCBB:TLCS), one of the
five largest home care nursing businesses in the world.
The terms of the transaction are that the company will pay TLCS' shareholders
$1.00 per share in the company's stock on an exchange rate equal to the greater
of the closing MED stock price on Aug. 27, 2001, or the average closing price of
MED stock during the period 30 days prior to the full consummation of the
merger.
For the first quarter ended June 30, 2001, TLCS reported revenues of $65.7
million and EBITDA of $3.3 million. Other information on TLCS is available from
its filings with the Securities and Exchange Commission.
Stephen J. Savitsky, the chairman and CEO of TLCS, commented: "We are delighted
to become an integral part of the Med Diversified team. Adding our strong
nursing division solidifies the company's position as a total integrated
health-care delivery system capable of meeting the needs of the aging
population."
Frank Magliochetti, the vice chairman, co-CEO and president of Med Diversified,
added: "With the acquisition of TLCS, we will have added the dimension to the
company that was most critical to our strategic plan to deliver a complete
solution throughout the continuum of health care. With the acquisition of this
enterprise, the consolidation benefits relative to the skilled-care division are
significant.
"On a going-forward, post-merger basis, it is believed that the company expects
to achieve total revenues under management (on a post- acquisition basis, ex of
acquisition-related charges) of at least $700 million with an EBIDTA of $35
million before minority interest."
The transaction is subject to the execution of a five-year extension to Stephen
J. Savitsky's employment contract and other appropriate amendments to Savitsky's
employment including his retention as CEO of TLCS as well as a three-year
commitment to serve on MED's board of directors.
The transaction is also subject to a five-year extension of Dale Clift's
employment agreement including his retention as president of TLCS. All of these,
and other matters, may cause the company to incur significant cash and stock
bonuses in order to induce the TLCS key management to stay on for an appropriate
period after the merger.
The deal is also subject to various approvals, including the boards of both
companies, the TLCS shareholders, and other related approvals and regulatory
clearance. |
