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GRACE AGREES TO ACQUIRE HOME INTENSIVE CARE

 BOCA RATON and MIAMI, Fla., April 16 /PRNewswire/ -- W. R. Grace & Co. (NYSE: GRA) and Home Intensive Care, Inc. (NASDAQ: HICI) jointly announced today that they have entered into a definitive agreement under which Grace will acquire all of the outstanding shares of Home Intensive Care for $6.60 per share in cash. There are currently approximately 17 million shares and share equivalents outstanding.
 In accordance with the agreement, Grace will commence a cash tender offer for Home Intensive Care's shares on Thursday, April 22. Completion of the tender offer is subject to customary conditions, including Grace obtaining a majority of the outstanding shares of Home Intensive Care and Hart-Scott-Rodino clearance. Following completion of the tender offer, Home Intensive Care will become a wholly owned Grace subsidiary by means of a merger in which any remaining holders of Home Intensive Care shares would receive the same price.
 Based on the recommendation of a committee of independent directors, the Board of Directors of Home Intensive Care has approved the offer and determined that the price to be paid in the offer and in the subsequent merger is fair to its stockholders and has recommended that Home Intensive Care stockholders accept the offer and tender their shares. The committee and the Board have been advised by Hambrecht & Quist Incorporated that the $6.60 per share price is fair to the stockholders of Home Intensive Care from a financial point of view.
 J. P. Bolduc, Grace's president and chief executive officer, said, "This acquisition is consistent with Grace's strategic plan to grow its health care business. We view this transaction as a significant opportunity in home infusion therapy, since the addition of Home Intensive Care will complement Grace's existing activities in high technology alternate site health care. In addition, Home Intensive Care's dialysis business will add to our existing dialysis network."
 Milton J. Wallace, chairman of the board of Home Intensive Care, said, "Our management is proud that Home Intensive Care, established in 1984 with less than $1 million invested, is realizing value for its stockholders of more than $100 million. We announced on February 12, 1993 our intention to consider alternatives designed to increase our value for our stockholders. Our agreement with Grace is the culmination of that effort. We look forward to the consummation of the transaction and the successful integration of our company with Grace."
 The tender offer will be made pursuant to offering documents to be filed with the Securities and Exchange Commission on the date of commencement. Donaldson, Lufkin & Jenrette Securities Corporation is acting as the dealer manager for the offer, and D. F. King & Co., Inc. is acting as information agent for the offer.
 Grace is the world's largest specialty chemicals company and holds a leadership position in specialized health care.
 Home Intensive Care is a leading national provider of a full line of sophisticated alternate site infusion therapy and dialysis health care services. Its operations cover key U.S. metropolitan centers through 35 home infusion regional offices which include infusion clinics and infusion suites. In addition, it operates 13 dialysis clinics in metropolitan areas.
 -0- 4/16/93
 /CONTACT: C. R. Suits of W. R. Grace & Co. 407-362-2600 or 800-GRACE99; or James P. Cefaratti, president or Joann Rushing, VP, 305-893-0000, both of Home Intensive Care/
 (GRA HICI)


CO: W. R. Grace & Co.; Home Intensive Care, Inc. ST: Florida IN: HEA SU: TNM

AW -- FL011 -- 6854 04/16/93 15:03 EDT
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Publication:PR Newswire
Date:Apr 16, 1993
Words:575
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