National Home Health Care Corp. Acts to Pursue Superior Offer

  
    
  
  
    
      National Home Health Care Corp. (NASDAQ National Market: NHHC), a 
      provider of home health care and staffing services in the Northeast, 
      today reported that the Special Committee of its Board of Directors met 
      on Wednesday, May 23, 2007 and recommended unanimously to the Board of 
      Directors that, as a result of negotiations between representatives of 
      the Special Committee and Premier Home Health Care Services, Inc., the 
      previously announced proposal by Premier for a merger at $12.75 per 
      share in cash has matured into and now constitutes a Superior Proposal 
      within the meaning of the previously announced Amended and Restated 
      Agreement and Plan of Merger between NHHC and affiliates of Angelo 
      Gordon & Co. The Special Committee had previously concluded that the 
      Premier proposal would reasonably be expected to lead to a Superior 
      Proposal.
    
    
      The revised proposal differs from the proposal announced in NHHC’s 
      press release dated May 21, 2007 principally because of the withdrawal 
      by Premier of the additional payment equal to and conditioned upon a 
      reduction of the break-up fee and/or expense reimbursement contained in 
      said Amended and Restated Agreement and Plan of Merger, the deletion of 
      the option on the part of Premier to pay a portion of the merger 
      consideration to Frederick Fialkow by promissory note, a reduction of 
      the break-up fee from $2 million to $1.25 million and the deletion of 
      the reference in the previous proposal that called for employment 
      contracts for certain “key employees”. 
      In addition, Premier delivered to NHHC a revised financing commitment. 
      After receiving legal and financial advice, NHHC’s 
      Board of Directors unanimously accepted the recommendation of its 
      Special Committee. Under the terms of the Amended and Restated Agreement 
      and Plan of Merger, Angelo Gordon has the right to match the terms of 
      the Superior Proposal within four (4) business days.
    
    
      In view of the above, NHHC anticipates adjourning its stockholders 
      meeting currently scheduled for May 29, 2007.