SUNRISE, Fla.--(Business Wire)--
NationsHealth, Inc. ("NationsHealth") (OTCBB:NHRXE), announced today that it has
entered into a definitive merger agreement pursuant to which NationsHealth shall
be acquired and taken private by ComVest NationsHealth Holdings, LLC, a
wholly-owned subsidiary of ComVest Investment Partners III, L.P. (collectively,
"ComVest"), a Florida-based private equity firm. Under the terms of the
definitive merger agreement, ComVest will acquire all issued and outstanding
shares of common stock of NationsHealth for $0.12 per share in cash, other than
certain stockholders and members of NationsHealth management. The proposed
transaction is expected to close by the third quarter of 2009.
Glenn Parker, MD, chief executive officer of NationsHealth, said, "This proposed
transaction provides NationsHealth the additional capital needed to execute upon
its strategic initiatives. Upon completion of the transaction, NationsHealth
will become a private company that will provide us greater flexibility to
accomplish our long-term plans, and produce a better partnership with our
customers, suppliers and employees."
In connection with the transaction, NationsHealth entered into amendments with
its credit facility lender and subordinated note holder, pursuant to which both
debt facilities will remain in existence on substantially similar terms and
conditions following the closing of the transactions contemplated under the
definitive merger agreement. Concurrently with the execution of the definitive
merger agreement, ComVest has provided NationsHealth a bridge loan in the
principal amount of $3.0 million, which will convert into shares of
NationsHealth convertible preferred stock at $0.12 per share upon closing of the
transaction. ComVest will make an additional $5.0 million investment in
NationsHealth at closing in the form of NationsHealth convertible preferred
stock at $0.12 per share, the proceeds of which will be used to take
NationsHealth private and for general working capital purposes. In addition,
ComVest shall have the right to make an additional $2.0 million investment in
NationsHealth convertible preferred stock at $0.12 per share for a period of one
year following the closing date.
A Special Committee of independent directors and the NationsHealth Board of
Directors have approved the definitive merger agreement and recommended to the
NationsHealth stockholders that they approve the definitive merger agreement.
The NationsHealth Board of Directors, in conjunction with the Special Committee,
has carefully considered this offer with the counsel of independent legal and
financial advisors and, after extensive negotiations, concluded that this
transaction is in the best interest of NationsHealth`s stockholders. The
transaction, which is expected to close by the third quarter of 2009, is subject
to approval by NationsHealth`s stockholders, as well as other customary closing
conditions. Additionally, stockholders representing over 50% of the issued and
outstanding shares of common stock of NationsHealth have entered into a voting
agreement in favor of the merger.
Deloitte & Touche Corporate Finance LLC is acting as financial advisor to
NationsHealth. Ladenburg Thalmann & Co. Inc. has rendered a fairness opinion in
connection with the merger transaction to NationsHealth`s Special Committee.
Legal counsel to NationsHealth`s Special Committee is Broad and Cassel.
Legal counsel to NationsHealth and its Board of Directors is McDermott Will &
Emery LLP. Legal counsel to ComVest is Foley & Lardner LLP.
About NationsHealth, Inc.
NationsHealth seeks to improve the delivery of healthcare to Medicare and
managed care beneficiaries by providing medical products and prescription
related services. NationsHealth provides home delivery of diabetes supplies and
insulin pumps, medications and other medical products to patients across the
nation. In addition to its medical products business, NationsHealth also
provides education, marketing, enrollment and member service to insurers
offering Medicare Part D prescription drug plans and other Medicare insurance
coverage. NationsHealth has an agreement with CIGNA to service its Medicare Part
D prescription drug plans nationally. For more information, please visit
http://www.nationshealth.com.
About ComVest:
The ComVest Group is a leading private investment firm focused on providing debt
and equity solutions to middle-market companies with enterprise values of less
than $250 million. Since 1988, ComVest has invested more than $2 billion of
capital in over 200 public and private companies worldwide. Through its
extensive financial resources and broad network of industry experts, ComVest is
able to offer its companies total financial sponsorship, critical strategic
support and business development assistance.
Forward-Looking Statements:
Certain statements in this news release that are not historical fact constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements typically are
identified by the use of terms such as "may," "should," "might," "believe,"
"expect," "anticipate," "estimate" and similar words, although some may be
expressed differently. Forward-looking statements in this release include, but
are not limited to, statements regarding anticipated benefits of the proposed
merger, expected financial benefits to our stockholders, anticipated benefits to
our business flexibility, potential benefits to our associates, suppliers and
customers, anticipated future financial and operating performance and results,
expectations for our products, our positioning in the marketplace and our
expected growth.
These statements are based on our management's current expectations. There are a
number of risks and uncertainties that could cause our actual results to differ
materially. For example, we may be unable to obtain stockholder or regulatory
approvals required for the merger. The merger may involve unexpected costs. Our
business may suffer as a result of uncertainty surrounding the merger. Certain
other risks associated with our business are discussed from time to time in the
reports filed by NationsHealth with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the fiscal year ended December 31,
2008, filed by NationsHealth on April 30, 2009. The information set forth herein
should be read in light of such risks. NationsHealth cautions investors not to
place undue reliance on the forward-looking statements contained herein. These
statements speak only as of the date of this press release and, except as
required by applicable law, NationsHealth assumes no obligation to update the
information contained herein. NationsHealth disclaims any intent or obligation
to update these forward-looking statements.
Additional Information and Where to Find It:
In connection with the proposed merger, NationsHealth will file a proxy
statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by NationsHealth at the Securities and Exchange Commission's web
site at http://www.sec.gov and on NationsHealth`s website at
http://www.nationshealth.com.
NationsHealth and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed merger.
Information concerning the interests of NationsHealth's participants in the
solicitation will be set forth in NationsHealth's proxy statement relating to
the merger when it becomes available.
NationsHealth, Inc., Sunrise
Tim Fairbanks, 954-903-5018
or
ComVest
Daniel Nenadovic, 561-868-6060
Copyright Business Wire 2009
