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CARECENTRIC, INC.
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FOR IMMEDIATE RELEASE COMPANY CONTACT:
JOHN R. FESTA
PRESIDENT AND CEO
(678) 264-4400
CARECENTRIC ANNOUNCES SIGNING OF MERGER AGREEMENT WITH
AN INVESTOR GROUP LED BY ITS MAJOR STOCKHOLDER
ATLANTA, GA (JUNE 5, 2003) - CARECENTRIC, INC. (OTC BULLETIN BOARD: CURA), a
leading provider of management information systems to the home health care
community, announced today that, based on the recommendation of the Independent
Committee of the Board and following the unanimous agreement of the full Board
(with the interested Directors abstaining), it has signed a merger agreement
with an investor group (Borden Associates, Inc.) led by its major stockholder,
John Reed, and his son, Stewart Reed, that could have the effect of taking the
company private. The independent Committee made its recommendation after
evaluating the original and subsequently amended proposal by Borden, engaging
Suntrust Robinson Humphrey to render a fairness opinion on the amended proposal
and renegotiating certain merger terms based on the results of the evaluation
process.
The merger agreement, negotiated by the Independent Special Committee of
CareCentric's Board of Directors and representatives of the investor group led
by John Reed, provides that each share of CareCentric common stock held
beneficially by a person who holds fewer than 4,000 shares (other than any
dissenting shares) will be converted into the right to receive $0.75. Each share
of CareCentric common stock (other than any dissenting shares) held beneficially
by a person who holds 4,000 or more shares will continue to represent one share
of CareCentric common stock.
The merger transaction could have the following potential effects:
o The number of record holders could be reduced from approximately 5,500
to less than 150 record holders;
o CareCentric would be eligible to terminate the registration of its
common stock under the Securities Exchange Act of 1934, as amended;
o If the termination of the registration of the common stock was
completed, the common stock would no longer be quoted on the OTC
Bulletin Board.
The closing of the merger is subject to a number of conditions, including
clearance by the Securities and Exchange Commission of the form of proxy
statement to be sent to CareCentric's stockholders for their approval of the
merger, obtaining required third party consents and having the total amount of
cash consideration required to purchase the shares of those CareCentric
stockholders owning fewer than 4,000 shares not exceed $600,000.
CareCentric provides information technology systems and services to over
1,500 customers. CareCentric provides freestanding, hospital-based and
multi-office home health care providers (including skilled nursing, private
duty, home medical equipment and supplies, IV pharmacy and hospice) complete
information solutions that enable these home care operations to generate and
utilize comprehensive and integrated financial, operational and clinical
information. With offices nationwide, CareCentric is headquartered in Atlanta,
Georgia.
Note regarding Private Securities Litigation Reform Act: Statements made in this
press release which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are forward
looking statements that involve risks and uncertainties and are subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995.
CareCentric's future financial performance could differ significantly from that
set forth herein, and from the expectations of management. Important factors
that could cause CareCentric's financial performance to differ materially from
past results and from those expressed in any forward looking statements include,
without limitation, the inability to obtain additional capital resources,
variability in quarterly operating results, customer concentration, product
performance and acceptance, long sales cycles, long and varying delivery cycles,
CareCentric's dependence on business partners, emerging technological standards,
risks associated with acquisitions and the risk factors detailed in
CareCentric's Registration Statement on Form S-4 (File No. 333-96529) and from
time to time in CareCentric's periodic reports filed with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
INVESTOR NOTICE
CareCentric plans to file with the SEC a proxy statement and other relevant
documents concerning the merger. Investors of CareCentric are urged to read the
proxy statement when it is filed and any other relevant documents filed with the
SEC because they will contain important information. You will be able to obtain
the documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, you may obtain documents filed with the SEC by
CareCentric free of charge by requesting them in writing from Ana McGary at
CareCentric, Inc., 2625 Cumberland Parkway, Suite 310, Atlanta, GA 30339 or by
telephone at (678) 264-4400.
CareCentric, its directors and executive officers and certain of their
employees and the investor group described previously may be deemed to be
participants in the solicitation of proxies from the stockholders of CareCentric
in connection with the merger, if consummated. These participants may have
interests in the merger, if consummated, including interests resulting from
holding options or shares of CareCentric common stock. Information about the
interests of directors and executive officers of CareCentric, the investor
group, and their ownership of securities of CareCentric will be set forth in the
proxy statement.
Investors should read the proxy statement carefully when it becomes
available before making any voting or investment decisions.
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