Critical Homecare Solutions Announces Signing of Definitive Merger Agreement With BioScrip, Inc.

CONSHOHOCKEN, Pa,, Jan. 25 /PRNewswire-FirstCall/ -- Critical Homecare Solutions (along with its subsidiaries, "CHS"), a Kohlberg & Company, LLC portfolio company, announced today that it has entered a definitive merger agreement for the Company to be acquired by BioScrip, Inc. (Nasdaq: BIOS) in a transaction valued at approximately $358 million.  Privately-owned CHS is a leading provider of home infusion therapy and nursing services, based in Conshohocken, Pennsylvania.

Founded in 2006 by President & CEO, Robert Cucuel, and Vice President and CFO, MJ Graves, as a platform to consolidate the home infusion industry, CHS is now one of the largest independent providers in the United States, with a total of 68 infusion and nursing locations.  For the pro forma last twelve month period ended September 30, 2009, CHS generated revenues of approximately $252 million.

Mr. Cucuel and his management team of MJ Graves, Nitin Patel, Joey Ryan and Colleen Lederer have been consolidating homecare companies for the last 14 years and have integrated over 65 acquisitions during that time. Since its founding in 2006, CHS has acquired and integrated eleven acquisitions, making it a leading consolidator of independents in the sector.

Mr. Cucuel said, "Over the past three and half years, we have established CHS as an industry leading operator with a broad geographic footprint and favorable growth trends.  CHS will add high value infusion therapies delivered across its national platform to BioScrip, thereby increasing the scale of the combined specialty pharmacy business.  As part of BioScrip, we will be able to offer our payor relationships with a broader array of services inclusive of specialty mail order, community pharmacy locations, specialty pharmacy, and pharmacy benefit management."

Pursuant to the terms of the agreement, BioScrip will acquire all of the outstanding capital stock of CHS for $358 million in cash, stock, debt and warrants. After the transaction, Kohlberg & Company designees will assume two seats on BioScrip's Board of Directors.  The transaction is expected to be close by March 31, 2010.

Gordon Woodward, Partner with Kohlberg & Company, added, "It has been a great pleasure to work with Bob Cucuel, MJ Graves and the CHS team in the founding and successful growth of the Company since 2006.  CHS has built a unique and enviable industry-leading business, and this transaction is a credit to the CHS team in realizing their strategic goals for the Company.  Going forward, we will continue to be actively involved with BioScrip, both as shareholders and board members, and look forward to helping the combined company capitalize on its myriad opportunities for growth and expansion across its various service offerings."

About BioScrip, Inc.

BioScrip, Inc. (www.bioscrip.com) (Nasdaq: BIOS) is a specialty pharmaceutical healthcare organization that partners with patients, physicians, healthcare payors and pharmaceutical manufacturers to provide access to medications and management solutions to optimize outcomes for chronic and other complex healthcare conditions.

About Critical Homecare Solutions

CHS is a leading provider of comprehensive home infusion therapy and specialty infusion services to patients suffering from acute or chronic conditions. CHS delivers infusion pharmaceuticals, biopharmaceuticals, nutrients and related services each year to patients in the home through 35 infusion locations in 22 states, primarily in the eastern United States. CHS also provides nursing and therapy visits, and private duty nursing to patients in the home through 33 home nursing locations in three states.  CHS currently provides customized local clinical care to over 15,000 patients through its branch network and has relationships with a large number of payors, including insurers, managed care organizations and government payors. For more information on CHS, please visit the Company's website at (www.criticalhs.com).

About Kohlberg & Company, LLC

Kohlberg & Company, LLC is a leading U.S. private equity firm with offices in New York and Palo Alto, California. Since its inception in 1987, Kohlberg has completed over 100 platform and add-on acquisitions, representing aggregate transaction value of over $6 billion, as the control investor in a variety of industries, including manufacturing, healthcare, consumer products and service industries.

Forward Looking Statements

This press release includes forward-looking statements regarding the proposed acquisition and related transactions that are not historical or current facts and deal with potential future circumstances and developments, in particular information regarding growth opportunities, expected synergies from the acquisition, and whether and when, if at all, the transactions contemplated by the merger agreement will be consummated.  Forward-looking statements are qualified by the inherent risk and uncertainties surrounding future expectations generally and may materially differ from actual future experience.  Risks and uncertainties that could affect forward-looking statements include: the failure to realize synergies as a result of operational efficiencies, purchasing volume discounts, cross-selling of services, streamlined distribution and general and administrative reductions in the timeframe expected or at all; unexpected costs or liabilities; the result of the review of the proposed transaction by certain regulatory agencies, and any conditions imposed in connection with the consummation of the transaction and satisfaction of various other conditions to the closing of the transaction contemplated by the merger agreement   This press release speaks only as of its date, and CHS disclaims any duty to update the information herein.  

SOURCE Critical Homecare Solutions