Full Press Release Details
Option Care Health and Amedisys to Combine Creating
a Leading, Independent Platform for Home and Alternate Site Care
All-Stock Transaction Combines Highly Complementary
Businesses Unlocking Significant Benefits for Patients, Providers, Payers, and Care Teams
Increases Access to High Quality Care for Communities
Across the U.S. through a Unique National Clinical Platform
Comprehensive Capabilities Across Alternate
Site Care Spectrum Position Combined Company to Move Deeper into Value-Based Care
Highly Attractive Combined Financial Profile
Which Generated $6.2 Billion in Revenues and $622 Million in Adjusted EBITDA on a Combined Basis for Full Year 2022
Creates Stockholder Value Including Through
Anticipated Annual Run-Rate Revenue and Cost Synergies of Approximately $75 Million by Year Three Following Close
Companies to Host Joint Conference Call and
Webcast at 5:30 p.m. ET Today, May 3, 2023, to Discuss Transaction
BANNOCKBURN, Ill., & BATON ROUGE, La., - May 3,
2023, Option Care Health, Inc. ("Option Care Health") (Nasdaq: OPCH) , the nation's largest independent provider
of home and alternate site infusion services, and Amedisys, Inc. (NASDAQ: AMED), a leading provider of home health, hospice and high-acuity
care, today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction that values Amedisys
at approximately $3.6 billion, including the assumption of net debt.
Under the terms of the agreement, Amedisys stockholders will receive
3.0213 shares of Option Care Health common stock for each share of Amedisys common stock they hold at the closing of the transaction,
the equivalent of $97.38 per Amedisys share based on Option Care Health's closing stock price on May 2, 2023. This represents
an approximate 26% premium to Amedisys stockholders based on the closing stock price of Amedisys on May 2, 2023. Upon closing Option
Care Health stockholders will own approximately 64.5% of the combined company, and Amedisys stockholders will own approximately 35.5%.
Amedisys' home health, hospice, palliative, and high-acuity care services with Option Care Health's complementary home and alternate
site infusion services will create a leading, independent platform for home and alternate site care. Together, Option Care Health and
Amedisys will have a national clinical workforce of more than 16,500 professionals including but not limited to nursing professionals,
pharmacists, pharmacy technicians, dieticians, physical, occupational, and speech therapists, social workers, and aides and 674
care centers across the U.S. committed to delivering high-quality alternate site care. The combined company will have a scaled national
platform empowered to move deeper into a value-based care model, serving communities across the country and helping to benefit patients
and their families, providers, payers, and care teams. Based on recently reported 2022 financial results, the combined company generated
revenues of approximately $6.2 billion and adjusted EBITDA of approximately $622 million on a combined basis.
transaction unites two leading and complementary companies to provide unsurpassed care and superior clinical outcomes to patients,"
said John C. Rademacher, President and Chief Executive Officer of Option Care Health. "Our mission is to transform health
care by providing innovative services that improve outcomes, reduce costs, and deliver hope and dignity for patients and their families.
With the addition of Amedisys, we will bolster our offerings to meet the growing demand for personalized care in the home and alternative
sites that move us closer to achieving this goal. The combination will link together our teams of passionate, compassionate, and highly
skilled professionals to create a unique platform and breadth of services that will help us move deeper into value-based care and allow
us to better serve patients. We look forward to working closely with the Amedisys team to build on our strong track record of operational
integration as we bring our companies together to create significant long-term value for stockholders."
combination is a testament to the incredible work and quality outcomes Amedisys delivers on a daily basis for our patients wherever
they call home," said Richard Ashworth, President and Chief Executive Officer of Amedisys. "Bringing together Option Care
Health and Amedisys is an exciting next step on our journey and one that we believe will deliver significant value to stockholders, allowing
them to participate in the upside of a combined company that is well positioned in the home infusion and growing home health, hospice,
palliative, and high-acuity care spaces. We look forward to joining Option Care Health and working together to provide our patients with
the highest quality care across all our service offerings."
Compelling Strategic and Financial Benefits
Leadership, Governance and Headquarters
and Mike Shapiro will continue to lead the combined company in their roles as CEO and CFO, respectively. Given the complementary
nature of the businesses and extensive expertise within each organization, it is expected that the broader leadership team will comprise
talent from both legacy organizations. Upon closing, the combined company will have a 10 member Board of Directors, including seven directors
from Option Care Health's Board and three directors from Amedisys' Board.
combined company will be headquartered in Bannockburn, Illinois, the location of Option Care Health's headquarters,
and will continue to maintain substantial operations in Amedisys' corporate locations in Baton Rouge, Louisiana and Nashville, Tennessee.
The combined company will have operations throughout the U.S. consistent with its local and community-based approach.
Approvals and Time to Close
The transaction is expected to close in the second half of 2023, subject
to approval by Option Care Health and Amedisys stockholders and other customary closing conditions, including receipt of applicable regulatory
approvals. The transaction was approved by the Boards of Directors of both companies.
Option Care Health's and Amedisys' First Quarter 2023
In separate press releases issued today, Option Care Health and Amedisys
each announced financial results for the first fiscal quarter of 2023. The press releases are available on the Investor Relations pages of
the companies' respective websites.
Conference Call and Webcast
Care Health and Amedisys will hold an investor conference call and webcast today, May 3, at 5:30 PM ET / 4:30 PM CT to discuss
the details of the transaction. In light of the transaction announcement, both Option Care Health and Amedisys will forego their respective
previously scheduled first quarter fiscal 2023 earnings conference calls.
event can be accessed from the Investor Relations pages of Option Care Health's and Amedisys' websites at investors.optioncarehealth.com
and investors.amedisys.com. Today's conference call may also be accessed by dialing (800) 343-1703 in the U.S. or (785) 424-1116
internationally, Conference ID: 20972. A replay of the webcast will be available through May 10, 2023 on both companies' websites,
or by dialing (800) 839-1198 in the U.S. or (402) 220-0458 internationally, Conference ID: 20972.
Associated materials regarding the transaction will be available on
the investor relations section of each company's website as well as a joint transaction website at www.OptionCareHealthAmedisys.com.
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Option Care Health and Kirkland & Ellis LLP and McDermott Will & Emery LLP are serving as legal counsel.
Guggenheim Securities, LLC is serving as exclusive financial advisor to Amedisys and Paul, Weiss, Rifkind, Wharton & Garrison
LLP is serving as legal counsel.
No Offer or Solicitation
This communication relates to the proposed merger (the "proposed
transaction") between Option Care Health and Amedisys. This communication is not intended to and does not constitute an offer to
sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
connection with the proposed transaction, Option Care Health and Amedisys will file relevant materials with the United States Securities
and Exchange Commission (the "SEC"), including an Option Care Health registration statement on Form S-4 that will include
a joint proxy statement of Option Care Health and Amedisys that also constitutes a prospectus of Option Care Health, and a definitive
joint proxy statement/prospectus will be mailed to stockholders of Option Care Health and Amedisys. INVESTORS AND SECURITY HOLDERS OF
OPTION CARE HEALTH AND Amedisys ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and
other documents filed with the SEC by Option Care Health or Amedisys through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Option Care Health will be available free of charge on Option Care Health's internet
website at https://investors.optioncarehealth.com or by contacting Option Care Health's investor relations department at investor.relations@optioncare.com.
Copies of the documents filed with the SEC by Amedisys will be available free of charge on Amedisys' internet website at https://investors.amedisys.com
or by contacting Amedisys' investor relations department at IR@amedisys.com.
Certain Information Regarding Participants
Option Care Health, Amedisys and their respective directors and executive
officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information