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National Home Health Care Corp. Status of Proposals.


SCARSDALE Scarsdale, village (1990 pop. 16,987), Westchester co., SE N.Y., a residential suburb of New York City; settled c.1701, inc. 1915. Scarsdale is often considered typical of upper-class suburban communities. Bibliography


See C.
, N.Y. -- National Home Health Care Corp. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
 National Market: NHHC NHHC National Home Health Care Corp (Scarsdale, NY) ), a provider of home health care and staffing services in the Northeast, today reported that the Special Committee of its Board of Directors met on Friday Friday: see Sabbath; week.

Friday

young Indian rescued by Crusoe and kept as servant and companion. [Br. Lit.: Robinson Crusoe]

See : Servant
, February 16, 2007 and recommended unanimously to the Board of Directors that the previously announced proposal by Premier Home Health Care Services, Inc. had not led to a Superior Proposal within the meaning of the Agreement and Plan of Merger between NHHC and affiliates of Angelo Gordon & Co. within the time period contemplated by said Agreement and therefore had to be rejected. NHHC's Board of Directors unanimously accepted the recommendation of the Special Committee. On Saturday, February 17, 2007, Premier Home Health Care Services, Inc. delivered a new proposal offering to acquire NHHC by merger (as opposed to the share purchase contemplated by its prior proposal), paying each shareholder $12 per share, reducing the EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  condition to $7.7 million from $7.9 million in the prior proposal and reducing the break-up fee from a maximum of $3.55 million in the prior proposal to $3.0 million. The Special Committee of NHHC's Board of Directors met on Sunday Sunday: see Sabbath; week. , February 18, 2007 and recommended unanimously to the Board of Directors that the revised proposal would reasonably be expected to lead to a Superior Proposal and should be pursued in the exercise of the Board's fiduciary duties Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary
legal duty - acts which the law requires be done or forborne
. NHHC's Board of Directors unanimously accepted the recommendation of the Special Committee. Angelo Gordon has expressed its view that NHHC's discussions with Premier Home Health Care Services, Inc. regarding its new proposal may constitute a violation of the Agreement and Plan of Merger. NHHC strongly disagrees with this position.

On February 18, 2007, the Special Committee also recommended unanimously to the Board of Directors that a letter received by NHHC from Scott-Macon Ltd. stating that it had been retained by an investment group interested in exploring the possibility of making an investment in NHHC or acquiring some or all of its assets or stock did not provide NHHC with enough information to enable the Committee to determine that it would reasonably be expected to lead a Superior Proposal and therefore had to be rejected. NHHC's Board of Directors unanimously accepted the recommendation of the Special Committee.
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Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 21, 2007
Words:380
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