On January 3, 2005, MIM Corporation, a Delaware corporation ("MIM"), entered into Amendment No. 1 (the "Amendment") to the Agreement and Plan of Merger, dated August 9, 2004 (the "Merger Agreement"), by and among MIM, Chronimed Acquisition Corp., a Minnesota corporation and a wholly owned subsidiary of MIM ("Merger Sub"), and Chronimed Inc. ("Chronimed"). The combined company will be named BioScrip Inc. ("BioScrip").
The Amendment to the Merger Agreement extends the termination date for consummation of the merger from December 31, 2004 to April 30, 2005, increases the share exchange ratio from 1.025 to 1.12 shares of MIM common stock for each outstanding share of Chronimed common stock, adds a board member to the BioScrip Board of Directors to be selected from the MIM Board of Directors, and names key executives (Gregory H. Keane, Chronimed's current Chief Financial Officer, as BioScrip's Chief Financial Officer, Barry A. Posner as the Executive Vice President, Secretary and General Counsel of BioScrip, and each of Alfred Carfora, Brian J. Reagan and Anthony J. Zappa as an Executive Vice President of BioScrip). The Amendment also designates Minneapolis, Minnesota as the business headquarters for BioScrip while keeping Elsmford, New York as the corporate headquarters.
The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1.
|
10.1 | Amendment No. 1 dated January 3, 2005 to Agreement and Plan of Merger dated August 9, 2004 by and among MIM Corporation, Chronimed Acquisition Corp. and Chronimed Inc. |
