Orion HealthCorp Consummates Reverse/Forward Stock Split

  
    
  
  
    
      Orion HealthCorp, Inc. (AMEX: ONH) today filed a Fourth Amended and 
      Restated Certificate of Incorporation with the Secretary of State of the 
      State of Delaware to consummate the Company’s 
      previously announced 1-for-2,500 reverse stock split of the Company’s 
      Class A Common Stock (the “Reverse Split”) 
      immediately followed by at 2,500-for-1 forward stock split of its Class 
      A Common Stock (collectively, the “Splits”). 
      The Company intends to deregister its Class A Common Stock under the 
      Securities Exchange Act of 1934, as amended (the “Exchange 
      Act”).
    
    
      Each stockholder holding fewer than 2,500 shares of the Company’s 
      Class A Common Stock immediately prior to the effective date of the 
      Splits on December 10, 2007, had such shares automatically cancelled and 
      converted into the right to receive $0.23 for each share of Class A 
      Common Stock held immediately prior to the Reverse Split (the “Cashed 
      Out Stockholders”). The shares of Class A 
      Common Stock of each stockholder holding 2,500 or more shares prior to 
      the Reverse Split remain unchanged after the Splits. The Company’s 
      transfer agent, American Stock Transfer & Trust Company, will mail a 
      letter of transmittal to all of the Company’s 
      stockholders, providing instructions for how affected stockholders can 
      receive their cash payment.
    
    
      Based on information available to the Company, the number of holders of 
      record of the Company’s Class A Common Stock 
      has been reduced to fewer than 300 as a result of the Splits, and the 
      Company intends to file a Form 15 with the Securities and Exchange 
      Commission (the “SEC”) 
      today in order to terminate the registration of its Class A Common Stock 
      under the Exchange Act. Upon the filing of the Form 15, the Company will 
      no longer be required to file periodic reports with the SEC, including 
      Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB, and 
      will no longer be subject to the SEC’s proxy 
      rules.
    
    
      Terrence L. Bauer, chief executive officer of Orion HealthCorp, said, “We 
      are very pleased to have finalized this transaction, which will allow us 
      to take the Company private and enter the next phase of growth and 
      development of Orion HealthCorp. We believe we are making this 
      transition at a time of great opportunity for our organization and our 
      industry. The challenges facing the healthcare marketplace have resulted 
      in increased demand for services like those provided by our company.”
    
    
      On December 10, 2007, the Company also issued additional senior 
      unsecured subordinated promissory notes due 2011 (the “New 
      Senior Unsecured Notes”) in the aggregate 
      original principal amount of $1,000,000 to each of Phoenix Life 
      Insurance Company, Brantley Partners IV, L.P. and Terrence L. Bauer. The 
      New Senior Unsecured Notes are providing in part the funds which are 
      being used to pay the Cashed Out Stockholders and other costs associated 
      with the Splits.
    
    
      In closing, Mr. Bauer added, “Even though we 
      will no longer be a public company, we remain grateful to our loyal 
      stockholders, physicians, physician group clients and all other 
      stakeholders for their support. We look forward to continuing to work 
      with these constituencies for many years to come.”
    
    
      Orion’s mission is to provide superior 
      billing, collections, practice, business and financial management 
      services for physicians, resulting in optimal profitability for its 
      clients and increased enterprise value for its stakeholders. For more 
      information on Orion HealthCorp, Inc., visit the Company’s 
      website at www.orionhealthcorp.com.
    
    
      Certain statements in this press release constitute “forward-looking 
      statements” within the meaning of the 
      Securities Act of 1933, as amended, and the Securities Exchange Act of 
      1934, as amended (the “Acts”). 
      Any statements contained herein that are not statements of historical 
      fact are deemed to be forward-looking statements, including all 
      statements regarding improving financial metrics and future growth.
    
    
      The forward-looking statements in this press release are based on 
      current beliefs, estimates and assumptions concerning the operations, 
      future results, and prospects of Orion HealthCorp, Inc. and the other 
      companies described herein. As actual operations and results may 
      materially differ from those assumed in forward-looking statements, 
      there is no assurance that forward-looking statements will prove to be 
      accurate. Forward-looking statements are subject to the safe 
      harbors created in the Acts. Any number of factors could affect 
      future operations and results, including without limitation, changes in 
      federal or state healthcare laws and regulations and third party payer 
      requirements, changes in costs of supplies, the loss of major customers, 
      increases in labor and employee benefit costs, increases in interest 
      rates on the Company’s indebtedness as well 
      as general market conditions, competition and pricing, and the Company’s 
      ability to successfully implement its business strategies and integrate 
      acquisitions, including the expense and impact of any potential 
      acquisitions and the ability to obtain necessary approvals and financing. 
      Orion HealthCorp, Inc. undertakes no obligation to update publicly 
      any forward-looking statements, whether as a result of new information 
      or future events.