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Proposed Merger with Almost Family
12 Months Ended
Dec. 31, 2017
Subsequent Event [Abstract]  
Proposed Merger with Almost Family
16. Proposed Merger with Almost Family
On November 15, 2017, the Company announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”) entered into among the Company, Almost Family, Inc. (“Almost Family”), and Hammer Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, providing for a “merger of equals” business combination of the Company and Almost Family. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Almost Family (the “Merger”), with Almost Family continuing as the surviving corporation and as a wholly-owned subsidiary of the Company.
Under the terms of the Merger Agreement, which was unanimously approved by both our board of directors and the Almost Family board of directors, the stockholders of Almost Family will be entitled to receive 0.9150 shares of our common stock for each share of Almost Family common stock, plus the cash equivalent of any fractional share. Upon the closing of the Merger, the Company stockholders will own approximately 58.5% and the Almost Family stockholders will own approximately 41.5% of the combined company.
On February 22, 2018, the Company and Almost Family issued a joint press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, with respect to the Merger, has expired, satisfying one of the important conditions to the proposed Merger.
The Merger Agreement contains certain termination rights for both the Company and Almost Family, including if the Merger is not consummated on or before July 1, 2018 (subject to extension to October 1, 2018 in certain circumstances) and if the required approval of the stockholders of either the Company or Almost Family is not obtained. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including the termination of the Merger Agreement by the Company or Almost Family as a result of an adverse change in the recommendation of the other party’s board of directors, the Company may be required to pay to Almost Family, or Almost Family may be required to pay to the Company, as applicable, a termination fee of $30 million. Further, if the Merger Agreement is terminated as a result of the stockholders of either the Company or Almost Family failing to approve the transaction, the Company may be required to reimburse to Almost Family, or Almost Family may be required to reimburse to the Company, the other party’s expenses in connection with the proposed transaction, up to a maximum of $5 million.
The transaction, which is expected to be completed on April 1, 2018, is subject to the receipt of stockholder approvals and other customary closing conditions. For additional information concerning the proposed transaction is included in the final proxy statement/prospectus, which was filed with the SEC on February 13, 2018 and can be accessed on the SEC’s website.