PSA Healthcare to Become a Private Company
25 Abril 2007 - 3:05PM
Business Wire
Pediatric Services of America, Inc., d/b/a PSA Healthcare (Nasdaq:
PSAI) and Portfolio Logic LLC announced today that they have
entered into a definitive agreement pursuant to which PSA will
become a privately-owned company. Portfolio Logic will acquire all
of the outstanding common shares of PSA not owned by Portfolio
Logic at a price of $16.25 per share, paid in cash. Portfolio
Logic, a private investment firm primarily focused on healthcare
and business services companies, has been an investor in PSA since
2004 and presently owns 14.9% of PSA�s common shares. As soon as
possible, PSA will deliver to its shareholders a proxy statement
for their consideration and approval of the transaction, and the
two companies will file for regulatory approval under the
Hart-Scott-Rodino Act. Raymond James & Associates is serving as
financial advisor, and McKenna Long & Aldridge LLP is acting as
legal counsel, to PSA in connection with the transaction. Debevoise
& Plimpton LLP is acting as legal counsel to Portfolio Logic in
connection with the transaction. About PSA PSA provides
comprehensive pediatric home health care services through a network
of 59 branch offices in 18 states, including satellite offices and
branch office start-ups. Through these offices, PSA provides a
combination of services, including pediatric private duty nursing
(PDN) and pediatric day treatment centers (PPECs). Additional
information on PSA may be found on PSA�s website at
http://www.psahealthcare.com. About Portfolio Logic LLC Portfolio
Logic, a Washington, D.C.-based investment firm, primarily focuses
on healthcare and business services companies. Jeffrey D. Zients,
managing partner, previously served as Chairman of both The
Corporate Executive Board (NASDAQ: EXBD) and The Advisory Board
Company (NASDAQ: ABCO), two successful business-to-business content
companies serving these industries. NOTE: This press release
contains certain forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995)
relating to the proposed acquisition of Pediatric Services of
America, Inc. (the �Company�) by Portfolio Logic LLC. When used in
this press release, the words �may,� �targets,� �goal,� �could,�
�should,� �would,� �believe,� �feel,� �expects,� �confident,�
�anticipate,� �estimate,� �intend,� �plan,� �potential� and similar
expressions may be indicative of forward-looking statements. These
statements by their nature involve substantial risks and
uncertainties, certain of which are beyond the Company�s control.
The Company cautions that various factors, including the factors
described hereunder and those discussed in the Company�s other
filings with the Securities and Exchange Commission, as well as
general economic conditions, industry trends, the Company's
anticipated uses of the proceeds from the sale of its Respiratory
and Pharmacy Businesses, the Company's ability to assimilate and
manage previously acquired field operations, collect accounts
receivable, including receivables related to acquired businesses
and receivables under appeal, hire and retain qualified personnel
and comply with and respond to billing requirements issues,
including those related to the Company�s billing and collection
system, nurse shortages, competitive bidding, HIPAA regulations,
adverse litigation, workers� compensation losses, availability and
cost of medical malpractice insurance and any potential reduced
state funding levels and nursing hours authorized by Medicaid
programs, could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements
of the Company made by or on behalf of the Company. Further, the
Company may not be able to complete the proposed merger because of
a number of factors, including, among other things, the failure to
obtain stockholder approval or the failure to satisfy other closing
conditions. Any forward-looking statement speaks only as of the
date on which such statement is made, and the Company undertakes no
obligation to update any forward-looking statement or statements to
reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of an unanticipated
event. New factors emerge from time to time, and it is not possible
for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on the business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements.
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