To: BlueCheap who wrote (31 ) 12/15/1997 8:18:00 PM From: BlueCheap Respond to of 45
Consolidated Health Care Announces the Signing of Asset Purchase Agreement With Olympus Healthcare Group for Assets of PTS Rehab Subsidiaries FRANKLIN, Mass., Dec. 15 /PRNewswire/ -- On September 30 ,1997 Consolidated Health Care Associates, Inc. (''Consolidated'') announced the signing of a revised non-binding letter of intent with Olympus Healthcare Group, Inc. whereby Olympus would acquire all of the operating assets and assume certain liabilities of PTS Rehab, Inc. (consisting of four outpatient Clinics located in Massachusetts), a wholly owned subsidiary of Consolidated Health Care Associates in exchange for 42,553 shares of common stock of Olympus and $1,400,000 cash, subject to completion of due diligence, signing of a definitive agreement and approval of Consolidated shareholders and certain other customary conditions. Between October and November 1997, the parties negotiated revised terms for the proposed sale, including elimination of the Olympus stock component and the execution of an interim management agreement with the purchaser. On November 20, 1997 the Company agreed to accept $1,700,000 in cash as the total purchase price for the proposed transaction. Subsequently, the Asset Purchase Agreement was executed this 20th day of November, 1997 at approximately 5:00 pm. The signature pages of the executed Asset Purchase Agreement were held in escrow with release subject to the completion of the agreed upon revised terms, conditions and related disclosure schedules. On December 10, 1997 at approximately 6:00 pm all revisions of the Asset Purchase Agreements had been completed and accepted by all parties, and the executed signature pages held in escrow were released. It is anticipated that the transaction will close after a shareholders meeting to be held January 13, 1998. Proceeds from the transactions along with the collections of the Company's receivables, will be used to satisfy the Company's outstanding liabilities. There are no assurances that such transactions will enable the Company to completely pay all liabilities. Olympus Healthcare Group, Inc. is a privately owned, integrated post acute healthcare services company, located in Westborough, Massachusetts. Olympus provides a variety of post acute health care services in a number of sites throughout the New England region. SOURCE: Consolidated Health Care Associates, Inc.