PEABODY, Mass. and FRANKLIN, Tenn., May
24, 2011 /PRNewswire/ -- PHC, Inc., d/b/a Pioneer Behavioral
Health (NYSE Amex: PHC), and Acadia Healthcare Company, Inc. today
announced the signing of a definitive merger agreement. Upon
the completion of the merger, Acadia stockholders will own
approximately 77.5% of the combined company, and PHC stockholders
will own approximately 22.5% of the combined company. Acadia
intends to file a registration statement on Form S-4 with the
Securities and Exchange Commission in connection with the
transaction. Effective with the approval of the merger, the
corporate headquarters will be in Franklin, Tennessee, and the combined company
will do business under the name Pioneer Behavioral Health. Acadia
intends to apply for listing of the combined company's common stock
to be issued in the merger on the NASDAQ stock market. Joey
Jacobs, the Chairman and Chief Executive Officer of Acadia, will
become the Chairman and Chief Executive Officer of the combined
company. Bruce Shear, President & CEO of PHC, will become
the Executive Vice Chairman and a member of the Board of Directors
of the combined company.
The merger will bring together Acadia's 19 behavioral health
facilities, which, with approximately 1,700 beds in 13 states,
produce annual revenues of approximately $260 million, with PHC's five inpatient
facilities with approximately 270 beds in four states. In
addition, PHC's internet and telephonic-based referral services,
which include employee assistance programs and critical incident
services, provide contracted services covering more than one
million individuals. PHC's revenues for the trailing 12 months
ended March 31, 2011 were
$59 million. On March 16, 2011, PHC announced that it has entered
into a definitive agreement to acquire MeadowWood Behavioral
Health.
Joey Jacobs, Chairman & Chief
Executive Officer of Acadia, commented, "This merger with PHC will
represent a significant expansion of our current revenues,
facilities and beds and take us into four new states. In
addition, access to the public markets will position the combined
company to continue acting on attractive opportunities to expand
our business through acquisition in the highly fragmented
behavioral health industry. The management teams of the
combined company are highly experienced in completing and
integrating such transactions, as well as in producing on-going
organic growth within acquired facilities. Based on the
continuing opportunities we see in the market, our extensive record
of success and our solid financial position as a combined company,
we are confident of our prospects for further growth."
Bruce A. Shear, President &
CEO of PHC, added, "We are pleased with this agreement to join
forces with the Acadia team. The Acadia management team has a
demonstrated record of producing high quality care for patients and
their families, which aligns perfectly with our clinical mission.
The combined senior management teams will further improve
both companies capabilities for growth during this exciting time in
our industry. In addition, this transaction will enable our
stockholders to participate with a management team that has an
unparalleled history of producing long-term profitable growth in
the behavioral health industry. We are confident that this
transaction represents a great opportunity for PHC."
The merger agreement has been approved by the boards of
directors of both companies. Consummation of the transaction is
subject to various conditions, including approval of the
stockholders of PHC. Certain officers and directors of PHC
have executed voting agreements under which they have committed to
vote their shares of PHC in favor of the transaction. The
transaction is expected to be completed in late summer of 2011.
The transaction will be a stock for stock exchange except for
payments to PHC shareholders for fractional shares and $5 million of merger consideration payable to
Class B holders of PHC's privately held securities. We
anticipate that, after refinancing existing indebtedness of both
companies, payment of the merger consideration to the Class B
holders, payment of a dividend to the equity holders of Acadia
prior to the merger, and payment of fees and expenses relating to
the transaction, the combined company will have pro forma net
funded indebtedness of approximately $285
million.
In connection with the transaction, Jefferies & Company,
Inc. acted as exclusive financial advisor and Arent Fox LLP acted
as legal advisor to PHC. Kirkland & Ellis LLP served as
legal advisor to Acadia and Jefferies Finance LLC provided
financing commitments to Acadia to support the transaction.
Additional Information
In connection with the proposed transaction, Acadia will file
with the Securities and Exchange Commission ("SEC") a registration
statement that contains a PHC proxy statement that also will
constitute an Acadia prospectus. SHAREHOLDERS OF PHC AND
OTHER INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY
STATEMENT/PROSPECTUS) REGARDING THE PROPOSED TRANSACTION WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
PHC's shareholders and other investors will be able to obtain a
free copy of the proxy statement/prospectus, as well as other
filings containing information about PHC and Acadia, without
charge, at the SEC`s Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus can also be
obtained, without charge, by directing a request to PHC, Inc., 200
Lake Street, Suite 102, Peabody,
MA 01960, Attention: Investor Relations, Telephone:
(978) 536-2777. WHEN IT BECOMES AVAILABLE, READ THE JOINT
PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER.
Participants in the Solicitation
PHC and its directors and executive officers and Acadia and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of PHC in
connection with the proposed transaction. Information
regarding the special interests of these directors and executive
officers in the merger transaction will be included in the proxy
statement/prospectus of PHC and Acadia referred to above.
Additional information regarding the directors and executive
officers of PHC is also included in PHC's proxy statement for its
2010 Annual Meeting of Stockholders, which was filed with the SEC
on October 27, 2010. These
documents are or will be available free of charge at the SEC's web
site (http://www.sec.gov) and from Investor Relations at PHC at the
address described above.
This communication shall not constitute 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 offering 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.
About Acadia Healthcare Company
Acadia was founded by Waud Capital Partners, a leading
middle-market private equity investment firm with approximately
$1 billion under management.
Acadia operates a network of 19 behavioral health facilities
with more than 1,700 beds in 13 states. Acadia provides
premier psychiatric and chemical dependency services to its
patients in a variety of settings, including inpatient psychiatric
hospitals, residential treatment centers, outpatient clinics and
therapeutic school-based programs.
About PHC d/b/a Pioneer Behavioral Health
PHC, Inc., d/b/a Pioneer Behavioral Health, is a national
healthcare company providing behavioral health services in five
states, including substance abuse treatment facilities in
Utah and Virginia, and inpatient and outpatient
psychiatric facilities in Michigan, Pennsylvania, and Nevada. PHC also offers internet and
telephonic-based referral services that includes employee
assistance programs and critical incident services.
Contracted services with government agencies, national
insurance companies, and major transportation and gaming companies
cover more than one million individuals. Pioneer helps people gain
and maintain physical, spiritual and emotional health through
delivering the highest quality, most culturally responsive and
compassionate behavioral health care programs and services.
Risk Factors
This news release contains forward-looking statements
Generally words such as "may", "will", "should", "could",
\"anticipate", "expect", "intend", "estimate", "plan", "continue",
and "believe" or the negative of or other variation on these and
other similar expressions identify forward-looking statements.
These forward-looking statements are made only as of the date
of this news release. We do not undertake to update or revise
the forward-looking statements, whether as a result of new
information, future events or otherwise. Forward-looking
statements are based on current expectations and involve risks and
uncertainties and our future results could differ significantly
from those expressed or implied by our forward-looking statements.
Such forward-looking statements include statements regarding
the proposed transaction. Factors that may cause actual
results to differ materially include the risk that PHC and Acadia
may not be able to complete the proposed transaction, which is
subject to customary closing conditions, including approval of
PHC's shareholders, risks that the businesses will not be
integrated successfully, risks of disruption from the transaction
and risks concerning the ability to borrow funds in amounts
sufficient to enable the combined company to service its debt, and
meet its working capital and capital expenditure requirements.
These factors and others are more fully described in PHC's
periodic reports and other filings with the SEC.
Contacts:
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PHC, Inc.
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Acadia Healthcare Company,
Inc.
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Bruce A. Shear, (978)
536-2777
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Brent Turner
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President & CEO
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Co-President
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(615) 732-6233
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Hayden IR
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Brett Maas,
646-536-7331
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Managing Partner
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E-mail: brett@haydenir.com
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SOURCE PHC, Inc., d/b/a Pioneer Behavioral Health