Filed by Accredo Health, Incorporated
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934.
Subject Company: Gentiva Health
Services, Inc.
Commission File No. 001-15669
Date: January 2, 2002
On January 2, 2002, Accredo Health, Incorporated issued the following press
release:
Financial Contact: Joel Kimbrough
901.385.3621
Investor Relations Contact: Kerry Finney
901.381.7442
For Immediate Release
ACCREDO HEALTH TO ACQUIRE SPECIALTY PHARMACEUTICAL SERVICES DIVISION OF GENTIVA
HEALTH SERVICES, INC.
MEMPHIS, TN, JANUARY 2, 2002 - Accredo Health, Incorporated (NASDAQ: ACDO) and
Gentiva Health Services, Inc. (NASDAQ: GTIV) announced today that they have
entered into an agreement whereby Accredo will purchase the Specialty
Pharmaceutical Services (SPS) division of Gentiva for approximately
$415,000,000, to be paid in an equal combination of cash and Accredo common
stock. The parties have executed a definitive asset purchase agreement with
closing scheduled for early April 2002. The transaction is contingent upon
approval by the shareholders of each Company and approval by the applicable
Federal regulatory agencies.
"Gentiva's chronic specialty pharmacy business is a perfect fit with Accredo's
niche business model and the joining of both businesses should fuel Accredo's
continued growth well into the future," said Accredo Health Chairman and CEO
David D. Stevens. "We believe we are joining two of the premier players in the
industry enhancing our ability to continue to provide superior services to our
customers, including manufacturers, patients, payors and physicians."
"Once this transaction closes, the uniting of Gentiva's and Accredo's
distribution capabilities, clinical competencies and strong product lines will
form one of the most dynamic, growth oriented - specialty pharmaceutical
companies in America," said Edward A. Blechschmidt, Chairman, President and
Chief Executive Officer of Gentiva Health Services.
"Not only will Accredo be adding important new pharmaceutical products and
revenues with the addition of Gentiva's SPS division, we will also be adding
significant new manufacturing relationships for both Gentiva's current drugs
and potential new FDA approved drugs," added Mr. Stevens. "The transaction
includes Gentiva's Clinical Business Solutions group, which provides services
to pharmaceutical companies with products in clinical trials. These services
allow the company to create relationships with manufacturers earlier in the FDA
clinical trial cycle," said Stevens. "We believe this transaction enhances our
ability to identify and sign more preferred relationships with manufacturers in
the future."
The SPS division of Gentiva is expected to generate approximately $715 to $735
million in net revenues for its calendar year 2001. "We see significant
advantages in the alignment of our two businesses," stated Joel R. Kimbrough,
Accredo Health's Chief Financial Officer. "The acquisition will be immediately
accretive to earnings prior to any cost synergies between the two organizations.
Gentiva's SPS division includes the distribution of all eight of the major
product lines distributed by Accredo, including Avonex(R), Cerezyme(R), growth
hormone, hemophilia clotting factor, IVIG, Remicade(R), Synagis(R), and
Tracleer(TM). In addition, Accredo will add several Gentiva products as new
Accredo product lines including Adagen(R), Delatestryl(R), Enbrel(R), Flolan(R),
Lovenox(R), Oncaspar(R), Oxandrin(R), and Rilutek(R)."
With the addition of SPS, Accredo immediately adds the additional SPS product
lines to its current payor contracts. Accredo will also gain the ability to
provide its existing product lines under payor contracts previously serviced by
SPS. "The addition of SPS's product lines makes our `carve out strategy' more
meaningful and increases our attractiveness to more managed care and PBM's
payors," concluded Mr. Stevens.
The SPS division that Accredo is acquiring includes both Gentiva's chronic and
acute business. Accredo intends to retain approximately 75% to 80% of SPS's
revenues by extracting certain core therapies from Gentiva's acute business and
combining them with Accredo's chronic therapies. Those therapies include
Cerezyme, growth hormone, IVIG and Synagis. Accredo will immediately begin
assessing strategic options for the remaining acute business and expects to
exit that business component by December 31, 2002.
Accredo will host a conference call to discuss the acquisition on Thursday
morning, January 3, 2002, at 7:30 a.m. CST. Interested parties may access the
call at 816.650.0753, referencing Chairperson David Stevens. The conference
call will also be web-cast live on the Accredo Health, Incorporated web site.
The web-cast may be accessed at www.accredohealth.com beginning at 7:30 a.m.
CST on January 3, 2002. A replay of the call will be available, and there will
also be a playback of the conference call available over the Internet beginning
approximately one hour after the end of the conference call. Both the replay of
the call and the Internet playback option will be available until January 18,
2002 at 5:00 p.m. CST. To access the replay call, dial 402.220.2491, pass code
10902017. To access the Internet playback, go to www.accredohealth.com.
Accredo Health, Incorporated provides specialized contract pharmacy and related
services pursuant to agreements with biotechnology drug manufacturers relating
to the treatment of patients with certain costly, chronic diseases. The
company's services include collection of timely drug utilization and patient
compliance information, patient education and monitoring through the use of
written materials and telephonic consultation, reimbursement expertise and
overnight drug delivery.
In addition to historical information, certain of the statements in the
preceding paragraphs, particularly those anticipating future financial
performance, business prospects and growth and
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operating strategies constitute forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Such statements may be identified by words such as anticipate,
believe, estimate, expect, intend, predict, hope or similar expressions. Such
statements, which include estimated financial information or results and the
quoted comments of Messrs. Stevens, Kimbrough and Blechschmidt above, are based
on management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements, including, without limitation,
satisfaction of approvals and conditions applicable to the transaction
described above, the loss of a biopharmaceutical relationship, our inability to
sell existing products, the impact of pharmaceutical industry regulation, the
difficulty of predicting FDA and other regulatory authority approvals, the
regulatory environment and changes in healthcare policies and structure,
acceptance and demand for new pharmaceutical products and new therapies, the
impact of competitive products and pricing, the ability to obtain products from
suppliers, reliance on strategic alliances, the ability to expand through joint
ventures and acquisitions, the ability to maintain pricing arrangements with
suppliers that preserve margins, the need for and ability to obtain additional
capital, the seasonality and variability of operating results, the Company's
ability to implement its strategies and achieve its objectives and the risks
and uncertainties described in reports filed by Accredo with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
including without limitation, cautionary statements made in Accredo's 2001
Annual Report on Form 10-K and Accredo's latest quarterly report on 10-Q under
the heading "Risk Factors."
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Accredo and Gentiva will file a
joint proxy statement/prospectus and Accredo will file a registration statement
on Form S-4 with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, BECAUSE IMPORTANT
INFORMATION WILL BE CONTAINED THEREIN. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus and registration
statement (when available) and other documents filed by Accredo and Gentiva
with the Commission at the Commission's web site at http://www.sec.gov. Free
copies of the joint proxy statement/prospectus and registration statement, once
available, and each company's other filings with the Commission may also be
obtained from the respective companies. Free copies of Accredo's filings may be
obtained by directing a request to Accredo Health, Incorporated, 1640 Century
Center Parkway, Suite 101, Memphis, TN 38134, Attn: Thomas W. Bell, Jr. Free
copies of Gentiva's filings may be obtained by directing a request to Gentiva
Health Services, Inc., 3 Huntington Quadrangle 2S, Melville, NY 11747-8943,
Attn: Michael Johns, Vice President, Communications.
PARTICIPANTS IN THE SOLICITATION
Accredo, Gentiva and their respective directors, executive officers and other
members of their management and employees may be soliciting proxies from their
respective stockholders in favor of the transaction. Information concerning
persons who may be considered participants in the solicitation of Accredo's and
Gentiva's stockholders under the rules of the Commission is set forth in public
filings filed by Accredo and Gentiva with the Commission and will be set forth
in the joint proxy statement/prospectus when it is filed with the Commission.
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