LAFAYETTE, La. & LOUISVILLE, Ky.--(BUSINESS WIRE)--LHC Group, Inc. (“LHC Group”) (NASDAQ: LHCG) and Almost Family, Inc. (“Almost Family”) (NASDAQ: AFAM) announced today that, based on a preliminary count of the voting results, the stockholders of both LHC Group and Almost Family overwhelmingly approved the previously announced merger of equals between the two companies at their respective special meetings held earlier today. Following the special meetings, the two companies closed the merger, which will become effective on April 1, 2018. Consistent with previous announcements, LHC Group expects to update its 2018 guidance to include the operations of Almost Family for fiscal 2018 following the effectiveness of the merger.
The transaction creates the second largest in-home healthcare provider in the country with an expanded geographic service territory of 36 states covering over 60 percent of the U.S. population aged 65 and over, and more than 780 locations, including those related to 76 joint venture partnerships with health systems that consist of 336 hospitals.
Commenting on the announcement, Keith G. Myers, LHC Group’s chairman and CEO, said, “This is an exciting time for our employees, joint venture partners, and stockholders. For months, we have worked tirelessly to prepare for combining our two companies. Today’s vote and closing bring us closer to realizing our potential as leaders in the ongoing evolution of the in-home healthcare industry.”
Pursuant to the merger agreement between the two companies, each outstanding share of Almost Family common stock will be exchanged for 0.9150 of a LHC Group share at the effective time of the merger. The shares of Almost Family ceased trading at the close of the NASDAQ stock market on March 29, 2018. The combined company will operate under the LHC Group name, with common shares traded on the NASDAQ under ticker symbol “LHCG.”
About LHC Group, Inc.
LHC Group, Inc. is a national provider
of non-acute healthcare services, providing quality, cost-effective
healthcare to patients primarily within the comfort and privacy of their
home or place of residence. LHC Group provides a comprehensive array of
healthcare services through home health, hospice, community-based
services agencies and facility-based services. LHC Group operates 320
home health services locations, 92 hospice locations, 12 community-based
service locations and 15 long-term acute care hospitals (LTACHs).
About Almost Family, Inc.
Almost
Family, Inc., founded in 1976, is a leading national provider of
home healthcare services, with 332 branch locations in 26 states,
including its joint venture with Community Health Systems, Inc. Almost
Family, Inc. and its subsidiaries operate home health, other home-based
services and healthcare innovations segments.
Forward-Looking Statements
Forward-looking statements
relating to the transaction include, but are not limited to: statements
about the benefits of the transaction, including anticipated earnings
accretion, synergies and cost savings and future financial and operating
results; LHC Group’s and Almost Family’s plans, objectives,
expectations, projections and intentions; and other statements relating
to the transaction that are not historical facts. Forward-looking
statements are based on information currently available to LHC Group and
Almost Family and involve estimates, expectations and projections.
Investors are cautioned that all such forward-looking statements are
subject to risks and uncertainties, and important factors could cause
actual events or results to differ materially from those indicated by
such forward-looking statements. With respect to the transaction, these
risks, uncertainties and factors include, but are not limited to: the
risk that the businesses will not be integrated successfully; the risk
that the cost savings, synergies and growth from the transaction may not
be fully realized or may take longer to realize than expected; the
diversion of management time on integration-related issues; the risk
that costs associated with the integration of the businesses are higher
than anticipated; and litigation risks related to the transaction. With
respect to the businesses of the combined company, these risks,
uncertainties and factors include, but are not limited to: changes in,
or failure to comply with, existing government regulations that impact
the combined company’s businesses; legislative proposals for healthcare
reform; the impact of changes in future interpretations of fraud,
anti-kickback, or other laws; changes in Medicare and Medicaid
reimbursement levels; changes in laws and regulations with respect to
Accountable Care Organizations; changes in the marketplace and
regulatory environment for Health Risk Assessments; decrease in demand
for the combined company’s services; the potential impact of the
transaction on relationships with customers, joint venture and other
partners, competitors, management and other employees, including the
loss of significant contracts or reduction in revenues associated with
major payor sources; ability of customers to pay for services; risks
related to any current or future litigation proceedings; potential
audits and investigations by government and regulatory agencies,
including the impact of any negative publicity or litigation; the
ability to attract new customers and retain existing customers in the
manner anticipated; the ability to hire and retain key personnel;
increased competition from other entities offering similar services as
offered by the combined company; reliance on and integration of
information technology systems; ability to protect intellectual property
rights; impact of security breaches, cyber-attacks or fraudulent
activity on the combined company’s reputation; the risks associated with
assumptions the parties make in connection with the parties’ critical
accounting estimates and legal proceedings; the risks associated with
the combined company’s expansion strategy, the successful integration of
recent acquisitions, and if necessary, the ability to relocate or
restructure current facilities; and the potential impact of an economic
downturn or effects of tax assessments or tax positions taken, risks
related to goodwill and other intangible asset impairment, tax
adjustments, anticipated tax rates, benefit or retirement plan costs, or
other regulatory compliance costs.
Additional information concerning these and other risk factors is also contained in LHC Group’s S-4 Registration Statement that has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on February 12, 2018, which includes the joint proxy statement for LHC Group and Almost Family, as well as LHC Group’s and Almost Family’s most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
Many of these risks, uncertainties and assumptions are beyond LHC Group’s or Almost Family’s ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the information currently available to the parties on the date they are made, and neither LHC Group nor Almost Family undertakes any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release. Neither LHC Group nor Almost Family gives any assurance (1) that either LHC Group or Almost Family will achieve its expectations, or (2) concerning any result or the timing thereof. All subsequent written and oral forward-looking statements concerning the transaction, the combined company or other matters and attributable to LHC Group or Almost Family or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
