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8-K - FORM 8-K - ALLION HEALTHCARE INC | g20838e8vk.htm |
EX-2.1 - EX-2.1 - ALLION HEALTHCARE INC | g20838exv2w1.htm |
EX-99.1 - EX-99.1 - ALLION HEALTHCARE INC | g20838exv99w1.htm |
Exhibit 99.2
Allion Healthcare, Inc. Agrees To Be Acquired by H.I.G. Capital for $6.60 Per Share
MELVILLE, NY October 18, 2009 Allion Healthcare, Inc. (NASDAQ: ALLI) today announced that
it has entered into a definitive merger agreement for the Company to be acquired and taken private
by an affiliate of H.I.G. Capital, LLC, a leading global private investment firm, in a transaction
valued at approximately $278 million, including the assumption or repayment of approximately $79
million of indebtedness. The agreement was unanimously approved by Allions Board of Directors,
including a Special Committee of independent directors.
Under the terms of the agreement, Allion stockholders would receive $6.60 per share in cash,
representing a premium of 30.2 percent over Allions average share price for the five trading days
prior to the execution and public announcement of the transaction.
Mike Moran, Allions Chairman and Chief Executive Officer commented, Our agreement with H.I.G.
provides a compelling all-cash premium to our shareholders. Throughout this process, our Board has
been committed to delivering value and liquidity to our shareholders, and we believe this
transaction will accomplish both of those objectives. We look forward to working with H.I.G. to
complete this transaction as expeditiously as possible.
The transaction is expected to close in the first quarter of 2010, subject to customary closing
conditions, including customary antitrust and regulatory approvals. Further, the transaction is
subject to the approval of the merger agreement by holders of a majority of the outstanding shares
of the Companys common stock. Parallex LLC and certain other Allion stockholders that in the
aggregate represent approximately 41.1 percent of Allions outstanding shares have entered into
agreements with H.I.G. to vote in favor of the merger.
Raymond James & Associates, Inc. served as financial advisor to the Allion Board of Directors.
Alston & Bird LLP is serving as legal counsel to the Company and H.I.G.s legal counsel is Kirkland
& Ellis, LLP.
About Allion Healthcare
Allion Healthcare, Inc. is a national provider of specialty pharmacy and disease management
services focused on HIV/AIDS patients as well as specialized biopharmaceutical medications and
services to chronically ill patients. Allion Healthcare sells HIV/AIDS medications, ancillary
drugs and nutritional supplies under the trade name MOMS Pharmacy. Allion Healthcare provides
services for the intravenous immunoglobulin, Blood Clotting Factor and other therapies through its
Biomed America division. Allion Healthcare works closely with physicians, nurses, clinics, AIDS
Service Organizations, and with government and private payors to improve clinical outcomes and
reduce treatment costs.
About H.I.G. Capital
H.I.G. Capital is a leading global private equity investment firm focused exclusively on the middle
market. It has a broad and flexible capital base and more than $7.5 billion of equity capital
under management. Based in Miami, and with offices in Atlanta, Boston, New York and San Francisco
in the U.S., as well as affiliate offices in London,
Hamburg and Paris in Europe, H.I.G.
specializes in providing capital to small and medium-sized companies with attractive growth
potential. Since its founding, H.I.G. has invested in and managed more than 200 companies
worldwide. The firms current portfolio includes companies with combined revenues in excess of $7
billion. For more information, please refer to the H.I.G. website at
www.higcapital.com.
Information Regarding the Solicitation of Proxies
In connection with the proposed transaction, the Company will file proxy materials with the SEC
relating to the solicitation of proxies to vote at a special meeting of stockholders to be called
to approve the proposed transaction. The definitive proxy statement will be mailed to the
stockholders of the Company in advance of the special meeting. Stockholders of the Company are
urged to read the proxy statement and other relevant materials when they become available because
they will contain important information about the proposed transaction. Stockholders may obtain a
free copy of the proxy statements and any other relevant documents (when available) at the SECs
web site at http://www.sec.gov. The definitive proxy statements and these other documents will also
be available on the Companys website
(http://www.allionhealthcare.com) and may be obtained free
from the Company by directing a request to Allion Healthcare, Attn: Investor Relations, 1660 Walt
Whitman Road, Suite 105, Melville, NY 11747.
Allion and its directors and certain executive officers may be deemed to be participants in the
solicitation of proxies from Allions stockholders in respect of the proposed transaction.
Information about the directors and executive officers of Allion and their respective interests in
Allion by security holdings or otherwise is set forth in its proxy statement relating to the 2009
annual meeting of stockholders, which was filed with the SEC on April 30, 2009. Investors may
obtain additional information regarding the interest of the participants by reading the proxy
statement regarding the acquisition when it becomes available.
This press release contains forward-looking statements within the meaning of that term in Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements include statements regarding benefits of the proposed transaction,
future performance, financing for the transaction and the completion of the transaction. These
statements are based on the current expectations of management of Allion Healthcare, Inc. There
are a number of risks and uncertainties that could cause actual results to differ materially from
the forward-looking statements included in this document. For example, among other things,
conditions to the closing of the transaction may not be satisfied and the transaction may involve
unexpected costs, unexpected liabilities or unexpected delays. Additional factors that may affect
the future results of Allion are set forth in its filings with the Securities and Exchange
Commission, which are available at http://www.sec.gov. Unless required by law, Allion
Healthcare, Inc. undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.