Millstream Acquisition Corporation and NationsHealth Holdings, L.L.C. Schedule Special Meeting of Shareholders to Vote on the Merger.WAYNE, Penn. & SUNRISE, Fla. -- Millstream mill·stream n. The rapid stream of water flowing in a millrace. millstream Noun a stream of water used to turn a millwheel Acquisition Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : MSTM MSTM Master of Science Technology Management MSTM Master of Science in Transportation Management MSTM Maximum Skew One-Tenth Maximum MSTM Multi Source Track Management MSTM Multisource Technical Management MSTM Menu Version of Stm , MSTMW and MSTMU) and privately held NationsHealth Holdings, L.L.C. announced today that Millstream's definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the merger of Millstream and NationsHealth has been mailed to its shareholders and that a special meeting of Millstream's shareholders has been scheduled to vote on the merger. The meeting will take place at 10:00 am Eastern Time, on Monday, August 30, 2004 at Millstream's corporate headquarters at 435 Devon Park Drive, Wayne, Pennsylvania Wayne is an unincorporated community and a U.S. Post Office located on the Main Line, centered in Delaware County, Pennsylvania, United States. While the center of Wayne is in Radnor Township, Wayne extends into both Tredyffrin Township in Chester County and Upper Merion Township . Upon an affirmative vote by a majority of outstanding shares of Millstream common stock, the merger is expected to close on Tuesday, August 31, 2004, at which time Millstream will change its name to "NationsHealth, Inc." Closing is also conditioned on holders of less than 20% of the shares of Millstream's common stock voting against the merger and electing to convert their Millstream shares into cash. The combined company's common stock, warrants and units are expected to be approved for listing on the Small Cap Market of The Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. under the symbols "NHRX", "NHRXW" and "NHRXU", respectively. After the closing, the executives of NationsHealth Holdings, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control will retain their positions at NationsHealth, Inc. Dr. Glenn Parker will continue as Chief Executive Officer, Tim Fairbanks as Chief Financial Officer, Robert Gregg as 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 Lewis Stone as President and Chief Information Officer. Arthur Spector, Chief Executive Officer of Millstream, will serve as NationsHealth's non-executive Chairman of the Board of Directors. NationsHealth provides medical products and prescription discount services to Medicare participants and other senior citizens. NationsHealth has sustained rapid growth since commencing present operations in June 2002. It provides home delivery of diabetes, respiratory and ostomy ostomy Surgical opening in the body, or the operation creating it, usually to allow discharge of wastes through the abdominal wall. It may be temporary, to relieve strain on damaged organs, or permanent, to replace normal channels congenitally missing or surgically removed medical products, and also offers a discount prescription drug prescription drug Prescription medication Pharmacology An FDA-approved drug which must, by federal law or regulation, be dispensed only pursuant to a prescription–eg, finished dose form and active ingredients subject to the provisos of the Federal Food, Drug, card already accepted at over 38,000 pharmacies nationwide. As of July 2004, NationsHealth has enrolled over 1.7 million members in its discount prescription drug card program. Millstream, based in Wayne, Pennsylvania, was formed on April 11, 2003 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business with significant growth potential. Millstream consummated its initial public offering on August 28, 2003, through the sale of 4.025 million units at $6.00 per unit. Each unit was comprised of one share of Millstream common stock and two common stock purchase warrants. 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, about Millstream, NationsHealth and their combined business after completion of the proposed acquisition. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Millstream's and NationsHealth's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the failure of Millstream stockholders to approve the merger agreement and the transactions contemplated thereby; the number and percentage of Millstream stockholders voting against the merger; changing interpretations of generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting ; outcomes of government reviews; inquiries and investigations and related litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; continued compliance with government regulations; changes in Medicare, Medicaid, Tricare, Champus and any other state or national-based reimbursement program; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which NationsHealth is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of medical products and pharmacy benefits; timing approval and market acceptance of new products introduction; general economic conditions; geopolitical ge·o·pol·i·tics n. (used with a sing. verb) 1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation. 2. a. events and regulatory changes, as well as other relevant risks detailed in Millstream's filings with the Securities and Exchange Commission, including its annual report on Form 10-KSB for the period ended December 31, 2003. The information set forth herein should be read in light of such risks. Neither Millstream nor NationsHealth assume any obligation to update the information contained in this press release. On August 13, 2004, Millstream filed with the Securities and Exchange Commission a definitive proxy statement regarding the proposed transaction referred to above. Millstream stockholders are urged to read the definitive proxy statement regarding the proposed transaction because it contains important information. The definitive proxy statement was first mailed on or around August 16, 2004 to Millstream stockholders seeking their approval of the proposed transaction. Millstream stockholders can obtain a free copy of the definitive proxy statement, as well as other filings containing information about Millstream and NationsHealth, without charge, at the Securities and Exchange Commission's internet site (http://www.sec.gov). Copies of the definitive proxy statement can also be obtained, without charge, by directing a request to Millstream, 435 Devon Park Drive Building 400, Wayne, PA 19087. The respective directors and executive officers of Millstream and NationsHealth and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Millstream's directors and executive officers is available in its Form 10-KSB for the year ended December 31, 2003, filed with the Securities and Exchange Commission. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement. |
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