National Home Health to move forward with amended offer from Angelo Gordon

By Lisa Kerner

Charlotte, N.C., May 10 - National Home Health Care Corp. entered into an amended plan of merger with affiliates of Angelo Gordon & Co. that ups the offer price to $12.50 per share in cash from $11.50 per share and eliminates the $7.9 million minimum EBITDA condition.

The special committee of the company's board of directors determined the offer to be superior to the $12 per share offer made by Premier Home Health Care Services, Inc., according to a company news release.

National Home Health said it will adjourn its previously announced special meeting of stockholders to approve the transaction until May 29, with the transaction expected to close on or before Oct. 15.

The company's third-largest shareholder, Lawndale Capital Management, urged the board to seek a full and fair auction of the company, according to a May 9 schedule 13D filing with the Securities and Exchange Commission.

Lawndale asked independent directors "to act in a responsible manner, and refuse to enter into any subsequent agreement with the Angelo Gordon/insider Group unless such new agreement eliminates a break-up fee and allows for a reasonable 'go-shop' period."

National Home Health is a Scarsdale, N.Y., home health care and staffing services company.

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