Mar 16, 2019 (Market Exclusive via COMTEX) — BioScrip, Inc. BIOS, -20.34% Files An 8-K Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On March 14, 2019, BioScrip, Inc. (Beta), Beta Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Beta (Merger Sub Inc.), Beta Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Beta (Merger Sub LLC), HC Group Holdings I, LLC, a Delaware limited liability company (Omega Parent), HC Group Holdings II, Inc., a Delaware corporation (Omega) and HC Group Holdings III, Inc., a Delaware corporation (Omega III, solely for purposes of Section 7.3(b) of the Merger Agreement), entered into an Agreement and Plan of Merger ()Merger Agreement). to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub Inc. will be merged with and into Omega (the First Merger), with Omega surviving (the Surviving Corporation) as a direct wholly-owned subsidiary of Beta and, immediately following the First Merger, the Surviving Corporation will merge (together with the First Merger, the Mergers) with and into Merger Sub LLC, with Merger Sub LLC surviving as a direct wholly-owned subsidiary of Beta.
At the effective time of the First Merger (the First Merger Effective Time), all of the shares of common stock, par value $0.01 per share, of Omega issued and outstanding immediately prior to the First Merger Effective Time (other than the shares that are held in the treasury of Omega or owned, directly or indirectly, by Beta, Merger Sub Inc. or Merger Sub LLC immediately prior to the First Merger Effective Time) shall thereupon be cancelled and converted into the right of Omega Parent to receive 542,261,567 shares (as may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization,