Curative Health Services Completes Acquistion of Critical Care Systems.Business Editors/Health/Medical Writers HAUPPAUGE, N.Y.--(BUSINESS WIRE)--April 26, 2004 Curative Health Services health services Managed care The benefits covered under a health contract , Inc., (Nasdaq: CURE), announced today that it has completed its acquisition of Critical Care Systems, 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. ") for a total consideration of approximately $150 million in cash. Critical Care Systems is a leading national provider of specialty infusion pharmaceuticals and related comprehensive clinical services. CCS focuses on delivering four principal therapies: hemophilia clotting factor clot·ting factor n. Any of various plasma components involved in the clotting of blood, including fibrinogen, prothrombin, thromboplastin, and calcium ion. Also called coagulation factor. , intravenous immunoglobulin (IVIG IVIG Intravenous immunoglobulin, see there ), Total Parenteral Nutrition Total Parenteral Nutrition Definition Total parenteral nutrition (TPN) is a way of supplying all the nutritional needs of the body by bypassing the digestive system and dripping nutrient solution directly into a vein. (TPN TPN, in biochemistry, abbreviation for triphosphopyridine nucleotide, a coenzyme now usually called nicotinamide adenine dinucleotide phosphate, or NADP. ) and anti-infective therapies. These core therapies represent the essential components of Specialty Infusion and account for approximately 75% of CCS' revenues. "Our combination with Critical Care Systems creates a powerful national force in the Specialty Infusion sector," said Joseph Feshbach, Curative's Chairman and Chief Executive Officer. "We have hit our most important milestones in our pre-closing integration work and we look forward to realizing the full benefits of the transaction over the coming months and years." Concurrent with the closing of this transaction, Mr. Paul F. McConnell, President, Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. , and co-founder of CCS has assumed the role of President and Chief Operating Officer of Curative Health Services. Mr. McConnell has also been elected to serve as a member of the Company's board of directors. Additionally, it is anticipated that within 18 months, Mr. McConnell will be offered the position of Chief Executive Officer of the Company, subject to the approval of the board of directors. Mr. McConnell commented, "We are very excited about the closing of this transaction. The combination of our two companies allows us to leverage each other's existing strengths and presents us with significant opportunities for expansion. I am confident our complementary products and service offerings will provide us a strategic advantage as we strive to be the market leader in the Specialty Infusion business." Also concurrent with the closing of this transaction, Curative has closed an offering of $185 million aggregate principal amount of 10.75% senior notes due 2011 offered in a private placement to eligible purchasers pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. and Regulation S under the Securities Act of 1933. The net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the senior notes offering will be used to consummate the Company's acquisition of CCS, refinance its existing credit facility and pay related fees and expenses. The senior notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Concurrent with the transaction closing, the Company has also completed the refinancing of its existing credit facility with GE Healthcare Financial Services, a unit of GE Commercial Finance, as agent and lender to a $40 million senior secured credit facility to support permitted acquisitions, and future working capital and general corporate needs. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the senior notes; nor shall there be any sale of senior notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. About Curative Health Services Curative Health Services, Inc., through its two business units, Specialty Pharmacy Services and Specialty Healthcare Services, seeks to deliver high-quality results and exceptional patient satisfaction for patients experiencing serious or chronic medical conditions. Curative's Specialty Pharmacy Services business unit provides products and related services to help patients manage the health care process, with a particular focus on patients with chronic and critical disease states including Hemophilia, Immune System immune system Cells, cell products, organs, and structures of the body involved in the detection and destruction of foreign invaders, such as bacteria, viruses, and cancer cells. Immunity is based on the system's ability to launch a defense against such invaders. Disorders, Infectious Diseases, Nutritional Disorders, Respiratory Syncytial Virus respiratory syncytial virus (sĭnsĭsh`əl): see cold, common. (RSV RSV respiratory syncytial virus; Rous sarcoma virus. RSV abbr. respiratory syncytial virus RSV 1 Respiratory syncytial virus, see there 2 Rous sarcoma virus, see there ), Multiple Sclerosis, Rheumatoid Arthritis rheumatoid arthritis Chronic, progressive autoimmune disease causing connective-tissue inflammation, mostly in synovial joints. It can occur at any age, is more common in women, and has an unpredictable course. and Cancer. Curative's Specialty Healthcare Services ("SHS SHS Shares (stock) SHS SAW (Surface Acoustic Wave) Humidity Sensor SHS Sciences Humaines et Sociales (French: Social Sciences) SHS Student Health Service SHS Second Hand Smoke ") business unit is an industry leader in chronic wound care management. SHS provides a broad continuum of services to health care providers through a nationwide network. This national network of hospital-based Wound Care Center(R) programs has offered comprehensive treatment to over 375,000 patients. For more information, visit www.curative.com. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that might cause such differences include, but are not limited to, risks associated with our pending acquisition of Critical Care Systems including, but not limited to, receipt of regulatory approvals required for the transaction, completion of financing and other associated conditions, uncertain market conditions that the proposed bond offering and expansion of the Company's credit facility are subject to, integration risks and costs, risks of client retention, risks associated with the operations of the acquired business, as well as risks in our current businesses such as the termination or non-renewal of a material number of contracts, an inability to obtain new contracts, changes in the government regulations relating to the Company's Specialty Pharmacy Services or Specialty Healthcare Services business units, changes in the regulations governing third party reimbursements for the Company's services, manufacturing shortages of products sold by Curative's Specialty Pharmacy Services business unit, and the other risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. Readers of this release are referred to the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2003 and Form 8-K filed on April 6, 2004, for further discussion of these and other factors that could affect future results. |
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