Allion Healthcare (Nasdaq: ALLI) today announced that it has been
granted early termination of the waiting period required by the
Hart-Scott-Rodino Act and has closed its acquisition of Biomed America,
Inc. ("Biomed”), a
leading provider of specialized biopharmaceutical medications and
services to chronically ill patients.
The Company completed the closing on April 4, 2008 and under the terms
of the agreement, Allion has acquired Biomed for $48 million in cash,
9.35 million shares of Allion common and Series A-1 preferred stock and
the assumption of $18.6 million of Biomed debt. Allion may also make an
earn-out payment in 2009 should Biomed achieve certain financial
performance benchmarks during the first 12-month period post closing. To
partially fund the cash portion of the transaction, Allion also
consummated a $55 million senior secured credit facility with CIT
Healthcare LLC. At a later date, the Company will seek shareholder
approval to convert the newly issued Series A-1 preferred stock into
Allion common stock and will replace two of its directors with nominees
to be designated by the former shareholders of Biomed America.
"This acquisition is an integral part of our
overall growth strategy,” said Mike Moran,
Chairman and CEO of Allion Healthcare. Mr. Moran added, "In
addition to Biomed’s focus on providing
infused and injected drugs to patients with chronic conditions, Biomed
brings a leading reputation among patients and referring physicians
managing hemophilia, immune deficiencies and other chronic conditions.
Importantly, with the completion of this acquisition, we will now have
an enhanced product array and an expanded market opportunity. There is
also benefit from a diversified payor base since the addition of Biomed
has increased the revenue we receive from non-governmental payors.”
The Company anticipates that the acquisition will be accretive to its
2008 earnings. A conference call will be scheduled to further discuss
the elements of the transaction.
CIT Capital Securities LLC served as the exclusive financial advisor to
Allion on the transaction.
About Allion Healthcare
Allion Healthcare, Inc. is a national provider of specialty pharmacy and
disease management services focused on HIV/AIDS patients. Allion
Healthcare sells HIV/AIDS medications, ancillary drugs and nutritional
supplies under the trade name MOMS Pharmacy. Allion offers nationwide
pharmacy care from its pharmacies in California, New York, Washington,
and Florida. Allion Healthcare works closely with physicians, nurses,
clinics, AIDS Service Organizations, and with government and private
payors to improve clinical outcomes and reduce treatment costs.
About Biomed America
Biomed America is a provider of specialized biopharmaceutical
medications and services to chronically ill patients. The company
currently operates six pharmaceutical distribution centers, focused on
providing services for the following core therapies: intravenous
immunoglobulin, Blood Clotting Factor and other chronic therapies.
Certain statements herein, such as any statements about successful
integration or prospects of the Biomed acquisition, Allion Healthcare's
confidence or strategies or its expectations about revenues, results of
operations, profitability, earnings per share, contracts, collections,
award of contracts, acquisitions and related growth, growth resulting
from initiatives in certain states, effective tax rate or market
opportunities, constitute "forward-looking statements" within the
meaning of the private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve a number of known and unknown risks,
uncertainties and other factors which may cause Allion Healthcare's
actual results or achievements to be materially different from those
expressed or implied by such forward-looking statements. These factors
include, but are not limited to, reliance on government-funded
contracts, risks associated with government contracting, risks involved
in managing government business, legislative or policy changes,
challenges resulting from growth or acquisitions, adverse media and
legal, economic and other risks detailed in Allion Healthcare's filings
with the Securities and Exchange Commission. Words such as "believe,"
"demonstrate," "expect," "estimate," "anticipate," "should" and "likely"
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on those forward-looking
statements, which speak only as of the date the statement was made.
Allion Healthcare undertakes no obligation to update any forward-looking
statement contained herein.
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