Creates a Leading Independent Provider of Home and Alternate Site Infusion Services with Deep Clinical Expertise and Broad Therapy Portfolio
Enhanced Scale and Improved Financial Profile Expected to Enable Growth in Attractive and Growing Segment of U.S. Healthcare Market
BioScrip to Issue New Shares to Option Care’s Shareholder, Which Will Own Approximately 80% of Combined Company on Fully Diluted Basis
Combined Company Will Remain Focused on Delivering Favorable Outcomes for Patients, Payors and Providers
DENVER and BANNOCKBURN, Ill., March 15, 2019 — BioScrip, Inc. (NASDAQ: BIOS) (“BioScrip”) and Option Care Enterprises, Inc. (“Option Care”), the nation’s largest independent providers of home and alternate treatment site infusion therapy services, today announced that they have entered into a definitive merger agreement. The combination is expected to create a leading independent provider with the national reach, comprehensive therapy offering and financial capacity to succeed in the attractive and growing home and alternate site infusion services segment of the $100 billion U.S. infusion market.
根据合并协议的条款，BioScrip 将向 Option Care 的股东发行新股，该股票由 Madison Dearborn Partners, LLC ( “MDP”) 和 Walgreens Boots Alliance, Inc. （纳斯达克：WBA）(“WBA”) 所拥有，以全股票交易方式进行。交易完成后，MDP 基金和 WBA 将在全面摊薄的基础上实益拥有合并后上市公司约 80% 的股权，而 BioScrip 现有股东将持有剩余的股权。合并后公司的普通股将继续在纳斯达克全球市场上市。该交易已获得 BioScrip 和 Option Care 董事会的一致批准。
The combined company will be led by Option Care Chief Executive Officer John Rademacher and Option Care Chief Financial Officer Mike Shapiro and will incorporate the best talent, processes and systems from both Option Care and BioScrip. It also will have a leading, independent clinical platform for delivering high-quality infusion therapy to more patients across the United States and providing superior outcomes for patients, payors and providers. BioScrip President and Chief Executive Officer Daniel E. Greenleaf will remain active in the combined company as a special advisor to its Board of Directors.
Daniel E. Greenleaf, President and Chief Executive Officer of BioScrip, commented, “This is a compelling and complementary fit of two leading players in the U.S. infusion market. Together, we will be able to provide a diverse set of life-improving and cost-effective services to more patients across the United States. Our expanded reach and broader array of offerings provide a key competitive advantage at a time when the demand for home and alternate site infusion services continues to grow. The BioScrip Board and I believe our shareholders will have the compelling opportunity to participate alongside Option Care’s experienced and seasoned shareholders in the long-term potential and value creation opportunities of the combined company.”
John Rademacher, Chief Executive Officer at Option Care, said, “This transaction brings together two organizations and thousands of employees dedicated to creating a best in class experience for our patients and their families. Our goal is to constantly improve the delivery of life-saving therapies and comprehensive care management to the patients we have the privilege of serving. At the center of both organizations is deep clinical expertise and a passion to deliver extraordinary care. We believe combining our unique assets and leading product portfolios will create a powerful, independent platform that will enable delivery of high-quality, cost effective solutions to providers across the country and help facilitate the introduction of innovative new therapies to the marketplace. As an independent provider, we will retain the unique ability to deliver high-quality infusion therapy in the patient-preferred and safer setting of the home or an alternate site to every commercial and governmental payor.
“I am honored to lead the combined company and work with BioScrip’s and Option Care’s talented and dedicated employees, who share a strong commitment to delivering exemplary care that makes a positive difference in people’s lives. I look forward to harnessing the strengths of both of our organizations and industry-leading teams to capitalize on the many growth opportunities this combination creates to drive long-term value for all stakeholders.”
Expected Benefits of the Transaction
- Improved, Cost-Effective Patient Care. Utilizing clinical monitoring and reporting, the combined company’s more than 2,900 skilled clinicians (pharmacists, pharmacy technicians, nurses and dieticians) will develop personalized care plans for patients and be able to provide ongoing quality care in support of complex therapy regimens. With a best-in-class platform that is national in scope, the combined company will also be positioned as the partner of choice for pharmaceutical manufacturers seeking innovative distribution channels and patient support models to access the market. Together, BioScrip and Option Care will cover 96% of the U.S. population, with facilities in 46 states and the ability to dispense and serve patients in all 50 states.
- Enhanced Scale and Therapy Offerings. The combined company will merge BioScrip’s and Option Care’s complementary portfolios and provide products that are currently only available to one of the two businesses, such as Option Care’s access to Cuvitru for the treatment of primary immunodeficiency and Nuzyra™ for the treatment of adults with acute bacterial skin and skin structure infections and community-acquired bacterial pneumonia. The combined company’s expanded geographic coverage, continued independence, leading quality offerings and comprehensive clinical expertise will position it to be a preferred partner for payors, providers, biopharma manufacturers and patients. Furthermore, its enhanced scale will enable it to capture scale efficiencies and create additional vectors of growth through new product and service introductions.
- Powerful Growth Engine in Attractive Industry. Home and alternate site infusion, which currently accounts for approximately 12% of the $100 billion total U.S. infusion market, is estimated to grow approximately 5-7% per year due to attractive market dynamics, including the shift to value-based care that improves clinical outcomes and delivers better results for payors and providers as well. The combined company will have the financial capacity and flexibility, scale and clinical offering diversity to drive organic growth in chronic and acute therapies along with generating growth through operational efficiencies, improved performance in revenue cycle management and innovative new therapy introductions. The combination of BioScrip and Option Care will create a diversified business across payors, therapies and geographies in which no existing payor will account for more than 11% of net revenue.
- 令人信服的财务效益：该交易预计将推动有意义的运营和供应链效率，产生超过 6,000 万美元的净协同效应，预计将在交易结束后 24 个月内实现全面运行。这些预测的协同效应和合并后公司规模的扩大，以及 2018 年的预计收入超过 26 亿美元，有望实现顶线和底线增长。此外，BioScrip 和 Option Care 还获得了 Bank of America Merrill Lynch、Ares Management Corporation 下属基金和 Goldman Sachs Merchant Banking Division 的承诺融资，以对合并后的公司进行再融资和简化资本结构，预计合并后公司的短期资本期限不会到期，没有优先股，也没有财务维护契约。预计新的资本结构将为合并后的公司提供较低的预计合并后净杠杆率、较低的资本成本、大量额外的流动性和持续去杠杆化的路径。合并后的公司将奉行均衡的资本配置策略，继续投资于和提升患者体验，以及其人员和服务，以推动有机增长，同时管理其债务状况，并继续以严谨的方式去杠杆化。
Shareholders and Management Focused on Driving Value Creation
MDP, a leading private equity firm based in Chicago, has a long and successful history investing in health care companies and partnering with them to achieve growth and significant long-term value appreciation. MDP’s notable health care investments include Ikaria Inc., Sage Products, Sirona Dental Systems, Team Health and VWR International. Option Care, formerly Walgreens Infusion Services, has been an independent company since it was separated from WBA in 2015 in a joint investment partnership between MDP funds and WBA.
Timothy P. Sullivan, a Managing Director and Head of the MDP Health Care team and a Director of Option Care, said, “We believe this transaction provides significant shareholder value creation potential and we are excited to remain a major shareholder alongside Walgreens Boots Alliance in the combined company. John, Mike and the joint leadership team bring operational expertise and strong integration track records. Since separating from Walgreens, we have made significant investments in people, process, technology and facilities. This experience, combined with their commitment to patient-centric care, should drive meaningful and long-term shareholder value.”
Rademacher and Shapiro are seasoned health care professionals with significant operational expertise and public company experience. Rademacher has held various executive-level positions at leading public healthcare companies, including Cardinal Health where he served as President and General Manager for both the Ambulatory Care Division and the Nuclear and Pharmacy Services Divisions, and at Cigna Corporation where he served as President of CareAllies and Chief Operating Officer for the CIGNA Behavioral Health business. Shapiro served as the Senior Vice President and Chief Financial Officer for Catamaran Corporation, a publicly-traded pharmacy benefits manager, and led the successful process through which the company was sold to UnitedHealth Group. He also had a longstanding career with Baxter International, holding several financial positions across several businesses and corporate functions.
Rademacher has spearheaded Option Care’s Zenith 20/20 program, which changed the company’s operating model, implementing technology, operational design and facility upgrades throughout the organization. Under his leadership, Option Care has focused on providing high-quality care and improving delivery of services to patients, payors and manufacturers. The combined company, its employees and all stakeholders are expected to benefit from a leadership team focused on creating a culture that connects its clinical expertise and company success to patient outcomes.
In addition to Rademacher and Shapiro, the combined company’s leadership will draw from the experienced teams of both Option Care and BioScrip.
The transaction, which is expected to be completed in the second half of 2019, is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by BioScrip shareholders.
Conference Call, Webcast and Presentation
BioScrip 和 Option Care 将于美国东部时间 2019 年 3 月 15 日上午 9:00 召开电话会议，讨论交易事宜。电话拨入号码为 (877) 423-9820（美国免费电话）或 (201) 493-6749（国际电话）。电话会议的实时网络直播和相关演示材料可在 BioScrip 网站的“投资者”部分查看，网址为：www.bioscrip.com。
电话会议的在线重播可于电话会议结束后约两小时在 BioScrip 网站的“投资者关系”部分查看，网址为：www.bioscrip.com。
In connection with the transaction, Jefferies LLC and Moelis & Company LLC are acting as joint financial advisors to BioScrip, and Gibson, Dunn & Crutcher LLP is serving as legal advisor. Goldman Sachs & Co. LLC and BofA Merrill Lynch are acting as financial advisors and Kirkland & Ellis LLP is acting as legal advisor to Option Care.
FORWARD LOOKING STATEMENTS
除历史信息外，本通讯还包含“前瞻性声明”（定义见 1995 年《美国私人证券诉讼改革法案》），其中涉及 BioScrip 和 Option Care 的未来事件或未来财务表现。除历史事实声明外，其他所有声明均为前瞻性声明。此外，诸如“预计”、“相信”、“考虑”、“继续”、“可能”、“估计”、“期望”、“打算”、“可以”、“计划”、“潜在”、“预测”、“项目”、“寻求”、“应该”、“目标”、“将”、“会”等词语或这些词语的否定词，以及在讨论未来计划、行动或事件时使用的类似内容的词语和术语，均可视为前瞻性声明。
Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the proposed transaction between BioScrip and Option Care, including future financial and operating results; BioScrip’s and Option Cares plans, objectives, expectations and intentions; the expected timing of completion of the proposed transaction; and other statements relating to the acquisition that are not historical facts. Forward-looking statements are based on information currently available to BioScrip and Option Care and involve estimates, expectations and projections.
Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties (both known and unknown), and many factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed transaction between BioScrip and Option Care, these factors could include, but are not limited to: the risk that BioScrip or Option Care may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that a condition to closing of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; the effect of future regulatory or legislative actions on the companies or the industries in which they operate; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; economic and foreign exchange rate volatility; and the other risks contained in BioScrip’s most recently filed Annual Report on Form 10-K.
其中许多风险、不确定性和假设超出了 BioScrip 的控制或预测能力。由于存在这些风险、不确定性和假设，因此您不应过度依赖这些前瞻性声明。此外，前瞻性声明仅以作出声明之日各方目前可获得的信息为依据，BioScrip 和 Option Care 均不承担公开更新或修改任何前瞻性声明以反映本通讯日期后可能出现的事件或情况的义务。本通讯中的任何内容均无意或不应解释为利润预测，也不应解释为意味着当前或任何未来财政年度或合并后公司的 BioScrip 每股收益一定会与历史上公布的 BioScrip 每股收益（如适用）相同或超过。
BioScrip 或 Option Care 均不保证 (1) BioScrip 或 Option Care 将实现其预期，或 (2) 在任何情况下，关于任何监管措施、行政诉讼、政府调查、诉讼、警告信、同意法令、成本削减、商业策略、收益或收入趋势或未来财务业绩等方面的任何结果或时间安排。所有后续有关 BioScrip、Option Care、拟议交易、合并后的公司或其他事项的书面和口头前瞻性声明，以及归因于 BioScrip 或 Option Care 或任何代表他们行事的人士的声明，均明确受上述警告性声明的全部限制。
ADDITIONAL INFORMATION AND WHERE TO FIND IT
BioScrip, Inc. （以下简称“BioScrip”或“公司”）将向美国证券交易委员会（以下简称“SEC”）提交与拟议交易有关的委托书。委托书将包含有关拟议交易及相关事项的重要信息。恳请并建议投资者和证券持有人阅读该委托书，因为其将包含重要信息。
本公司向 SEC 提交的委托书和其他相关材料以及任何其他文件可在 SEC 网站上免费获取，网址为：www.sec.gov。此外，证券持有人可通过邮件联系投资者关系部（地址：1600 Broadway, Suite 700, Denver, CO 80202，收件人：Investor Relations）、拨打电话 (720) 697-5200 ，或者访问公司网站上的“投资者关系”页面：https://investors.bioscrip.com。
PARTICIPANTS IN THE SOLICITATION
本公司及其董事和高管人员可被视为参与就上述事项向股东征集委托书。有关本公司董事和高管人员的信息，已在 2018 年 4 月 4 日提交给 SEC 的公司 2018 年年度股东大会附表 14A 的委托书中阐明。该文件可从上述来源免费获取。
有关本公司董事和高管人员对公司证券中的所有权信息包含在公司向 SEC 提交的表格 3、4 和 5 中，这些表格可在 SEC 的网站上找到：www.sec.gov。有关征集委托书参与者的其他信息，以及参与者按所持证券或其他方式对直接和间接权益的描述，将包含在初步委托书和最终委托书以及其他相关材料中，这些材料将在可用时提交给 SEC。
About BioScrip, Inc.
BioScrip, Inc. is one of the largest independent national providers of infusion and home care management solutions, with approximately 2,100 teammates and nearly 70 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. By collaborating with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves.
关于 Option Care
Option Care Enterprises, Inc. (Option Care) 是全美领先和最值得信赖的家庭和备选站点输液服务提供者。本公司获得业内质量组织 ACHC、PCAB、ASHP 和 URAC 认证*，汲取了近 40 年的临床护理经验，提供以患者为中心的治疗管理。Option Care 的标志性输液服务包括输液药物的临床管理、护理支持和护理协调。Option Care 由 1,800 多名临床从业人员（包括药剂师、护士和营养师）组成的多学科团队能够为美国各地需要接受复杂和慢性病治疗的几乎所有患者提供输液服务覆盖。有关详情请访问 www.OptionCare.com。