NuMED Home Health Care, Inc. & Banyan Healthcare Services Inc. Jointly Announce Their Signing Of A Definitive Agreement To Merge And A Special Dividend To NuMED Shareholders.CLEARWATER, Fla.--(BW HealthWire)--Feb. 18, 1998--NuMED Home Health Care, Inc. ("NuMED") (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 Small Cap "NUMD" & "NUMDW") announced today that the Company has signed a definitive agreement to merge with Banyan Healthcare Services Inc. (NASDAQ OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). : BANH BANH Books About New Hampshire (state library compilation) ) ("Banyan"). Banyan was organized by Olde Philadelphia Group LTD LTD 1 Laron-type dwarfism 2 Leukotriene D 3 Long-term depression, see there 4. Long-term disability , a merchant banking firm located in Philadelphia to effect the roll-up of synergistic health care services to provide comprehensive home health care services and products to deliver nursing and related patient services, respiratory therapy respiratory therapy Medical profession concerned with assisting the respiratory function of individuals who have severe lung disorders. Practices include suctioning to clear secretions from the airway, use of aerosol mists (sometimes medicated) or gases to ease breathing, , infusion therapy and durable medical equipment Durable medical equipment is a term of art used to describe certain Medicare benefits, that is, whether Medicare may pay for the item. The item is defined by Title XVIII the Social Security Act: Subject to shareholder approval, NuMED shareholders of record prior to the merger will participate in a recapitalization of the Company pursuant to which each existing share of the Company will be exchanged for 1/10 of one share of new common stock, 1/10 of one share of new preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. with a face amount of $10.00 per share, and a warrant to purchase 1/10 of one share of new common stock at $0.40 per 1/10 share. Additionally, following the recapitalization but prior to the merger with Banyan, NuMED will declare a dividend to holders of record of new common stock immediately prior to the merger in the form of $15.00 in cash per share of new common stock which will be paid following the closing of the merger. Banyan shareholders will receive one share of post-recapitalization and post-dividend NuMED common stock in exchange for each share of Banyan common stock. If Banyan shares trade at $6.00 per share for seven consecutive days, Banyan can compel exercise or redemption of the warrants. In effect, existing NuMED shareholders will hold approximately 4-7% of the common stock of the combined entity as well as their warrants and preferred stock. Banyan shareholders will hold between 93-96% of the common stock of the combined entity. In October, 1997 Banyan acquired one division of International Nursing Services, Inc. ("INS INS abbr. 1. Immigration and Naturalization Service 2. International News Service Noun 1. INS ") referred as PAXXON and signed definitive agreements to acquire two additional staffing divisions of INS knows as STAT and ELLIS, subject only to regulatory approval. In January, 1998 Banyan entered into an agreement to merge and consolidate National Health Enterprises Inc. ("NHE NHE Normal Hydrogen Electrode NHE National Housing Endowment NHE No Happy Ending NHE Sodium Hydrogen Exchanger ") into Banyan. NHE, a provider of home care and healthcare staffing services is located in suburban Philadelphia, PA. Also in January, 1998 Banyan acquired Laing International Corporation ("Laing") of Ft. Lauderdale, FL. Laing is a leading supplier of respiratory therapy products to home healthcare providers, hospitals, nursing homes, and assisted living as·sist·ed living n. A living arrangement in which people with special needs, especially older people with disabilities, reside in a facility that provides help with everyday tasks such as bathing, dressing, and taking medication. facilities. After completion of the merger with NuMED, Banyan has projected 1998 revenues of approximately $72 million. Jugal jugal /ju·gal/ (joo´g'l) pertaining to the cheek. ju·gal adj. 1. Connected like a yoke. 2. Relating to the zygomatic bone. K. Taneja, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of NuMED, stated that "NuMED shareholders will have a chance to maximize their investment in NuMED as well as participate in the growth of Banyan through equity participation. Moreover, the health care industry is consolidating rapidly." John P. Serubo, President and CEO of Olde Philadelphia Group, stated, "We are very excited about the merger with NuMED. Our initial due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. has shown that NuMED is a quality company, well positioned in the home health care industry with excellent personnel and systems. We look forward to consummating the transaction as soon as possible, contingent upon stockholder approval." Susan Carmichael, President of NuMED, stated, that "this merger offers exciting opportunities for NuMED shareholders, employees and clients. It allows horizontal integration to build across multiple service lines effecting an increased breadth of services. Banyan Health Care Services brings new products and service lines allowing vertical integration with our present home health and facility based client population." NuMED Home Health Care, Inc. is headquartered in Clearwater, Florida and operates eight wholly-owned subsidiaries providing home health care services and temporary nursing staffing in selected markets in Florida, Ohio and Pennsylvania and contract rehabilitation staffing of physical and occupational therapists and speech/language pathologists in selected markets in Ohio, Pennsylvania, Illinois, Indiana, Kentucky, Maryland and New Jersey. Except for historical information, the matters discussed in this news release that may be considered forward-looking statements may be subject to certain risks and uncertainties that could cause the actual results to differ materially from those projected, including uncertainties in the market, pricing competition, procurement and manufacturing efficiencies, and other risks detailed from time to time in reports filed by the Company with the Securities and Exchange commission. The Company assumes no obligation to update the information in this release. CONTACT: Jugal K. Taneja, Chief Executive Officer 813/524-3227 or Carol Diaddorio, Vice President, Investor Communication Olde Philadelphia Group 215/732-4007 or Susan J. Carmichael, President, COO 813/524-3227 |
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