CHILDREN'S COMPREHENSIVE SERVICES ANNOUNCES DEFINITIVE AGREEMENT TO PURCHASE ASSETS OF VENDELL HEALTHCARE, INC.MURFREESBORO, Tenn.--(BUSINESS WIRE)--Feb. 27, 1997-- William J Ballard, Chairman and Chief Executive Officer of Children's Comprehensive Services, Inc. ("CCS (1) (Common Channel Signaling) A communications system in which one channel is used for signaling and different channels are used for voice/data transmission. Signaling System 7 (SS7) is a CCS system, also known as CCS7. See SS7. ") (Nasdaq/NM: KIDS), today announced the signing of a definitive agreement to purchase substantially all the assets and assume certain identified liabilities of Vendell Healthcare, Inc. and its consolidated subsidiaries (collectively "Vendell"), for $20 million. The purchase price includes approximately $12 million in cash and $8 million in CCS common stock. CCS has also agreed to purchase for cash Vendell's net working capital, estimated to be approximately $5 million at closing. The number of shares of CCS common stock issuable in the transaction will be based on a 45-day trading average prior to closing, subject, except under certain conditions, to a maximum of 761,905 shares and a minimum of 470,588 shares. Vendell, headquartered in Nashville, Tennessee “Nashville” redirects here. For other uses, see Nashville (disambiguation). Nashville is the capital and the second most populous city of the U.S. state of Tennessee, after Memphis. , currently operates eight residential facilities and seventeen day treatment facilities in seven states. Serving primarily children and adolescents, Vendell provides, among other services, behavioral health Behavioral health was first used in the 1980's to name the combination of the fields mental health and substance abuse. As an example, an organization serving both mental health and substance abuse clients might refer to its practice as behavioral health or care, residential treatment, partial day treatment, and intensive outpatient, alternative education and detention services. Mr. Ballard commented, "This transaction is expected to add in excess of $40 million to CCS's revenues for fiscal 1998, creating an organization with annual revenues approximating $80 million. The transaction is also expected to be immediately accretive to earnings per share. The Vendell facilities will provide CCS with a presence in five new states, Arkansas, Kentucky, Michigan, Montana and Utah and significantly strengthen CCS's position in two others, Florida and Texas. "Although certain of CCS's and Vendell's services overlap, we will strengthen our continuum of services to at risk and troubled children through the addition of more extensive behavioral health services. Perhaps equally important, we will gain access to underutilized facilities which can serve as platforms to expand CCS's core business of education, treatment and juvenile justice. Staff at these sites will provide us with established operations and an understanding of local markets and contacts within state and local governments as well as commercial insurance and private payors. Such familiarity typically takes significant periods of time to develop when initially entering a new state." Vendell has agreed, in connection with the transaction, to file for bankruptcy in the United States The United States Constitution (Article 1, Section 8, Clause 4), authorizes Congress to enact "uniform Laws on the subject of Bankruptcies throughout the United States." Congress has exercised this authority several times since 1801, most recently by adopting the Bankruptcy Reform Act of Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties. for the Middle District of Tennessee. It is a condition to the closing of the transaction that the Bankruptcy Court approve the sale. Consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of this transaction is subject to a number of other conditions including, among other things, the consent of various state regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities . CCS currently expects the transaction to close within 60 to 90 days. This release contains certain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. regarding the Vendell acquisition and its impact on CCS's operations and financial results. Management wishes to caution the reader that actual events or results may differ materially from these forward-looking statements, which involve risk and uncertainties. Such risks include, but are not limited to, the ability of CCS to close the transaction, the timing of the closing, the ability of CCS to integrate and manage the operations of Vendell, and the occurrence of unanticipated problems associated with Vendell's operations prior to, or after, closing. The reader is also advised that management undertakes no obligation to publicly release any revision to any of these forward-looking statements in order to reflect any events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or occurring after the date of this release. Children's Comprehensive Services provides, either directly or through management contracts, education and treatment services for at risk and troubled youth. It currently offers these services through the operation and management of specialized spe·cial·ize v. spe·cial·ized, spe·cial·iz·ing, spe·cial·iz·es v.intr. 1. To pursue a special activity, occupation, or field of study. 2. education programs and both open and secured residential treatment centers A residential treatment center, often referred to by the acronym RTC, is a live-in therapy/behavior modification facility for adolescents who suffer from a variety of emotional conditions, ranging from drug abuse to violence to sexual behavioral problems. for local, state and federal government agencies in Alabama, California, Florida, Louisiana, Tennessee and Texas. CONTACT: Children's Comprehensive Services Inc., Murfreesboro Donald B. Whitfield, 615/896-3100 |
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