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news.Allion Healthcare has signed a definitive merger agreement to acquire 100% of the outstanding stock of Biomed America, a provider of biopharmaceutical medications and services to chronically ill patients.
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The transaction is expected to close within 60 days, subject to the satisfaction of customary closing conditions, including Hart-Scott-Rodino clearance.
The $117.8 million purchase price consists of $48 million in cash and a total of 9.3 million shares of Allion common and series A preferred stock valued at $51.4 million based on the closing share price on March 12, 2008 of $5.50, plus the assumption of up to $18.6 million of debt. In addition, Allion may make an earn-out payment in 2009 if Biomed achieves certain financial performance benchmarks during the first 12-month period post closing.
The purchase price is expected to be paid with funds from new senior credit facilities, available cash, and newly issued Allion common and preferred stock. To fund the transaction, Allion has received a commitment for $55 million in senior secured credit facilities from CIT Capital Securities.