National Home Health Care Corp. Receives Potentially Superior Proposal

  
    
  
  
    
      National Home Health Care Corp. (NASDAQ National Market: NHHC), a 
      provider of home health care and staffing services in the Northeast, 
      today reported that Premier Home Health Care Services, Inc. delivered a 
      new proposal, subject to financing, offering to acquire NHHC by merger, 
      paying each shareholder (x) $12.75 per share in cash plus (y) the amount 
      of any reduction in the break-up fee and/or expense reimbursement 
      contained in the previously announced Amended and Restated Agreement and 
      Plan of Merger between NHHC and certain affiliates of Angelo Gordon & 
      Co. The proposal also differs from the proposal referred to in the 
      Company’s press releases dated May 15, 2007 
      and May 17, 2007 principally because of the elimination of the $20 
      million cash requirement and the inclusion of an option on the part of 
      Premier to pay an unspecified portion of the merger consideration to 
      Frederick H. Fialkow by promissory note. A new financing commitment 
      letter has not been received by the Company, and it is therefore unknown 
      whether the concerns previously identified with Premier’s 
      financing have been addressed. In addition, the new proposal refers to 
      employment contracts of unknown form with unidentified “key 
      employees”. The Special Committee of NHHC's 
      Board of Directors met on Monday, May 21, 2007 and recommended 
      unanimously to the Board of Directors that the revised proposal would 
      reasonably be expected to lead to a Superior Proposal within the meaning 
      of the Amended and Restated Agreement and Plan of Merger between NHHC 
      and certain affiliates of Angelo Gordon & Co., and should be pursued in 
      the exercise of the Board's fiduciary duties. NHHC's Board of Directors 
      unanimously accepted the recommendation of the Special Committee. 
      Neither the Special Committee nor the Board of Directors of NHHC know 
      whether this proposal will actually mature into a Superior Proposal 
      because of the apparent lack of a new financing commitment and because 
      the new Premier proposal and some of the new ancillary agreements 
      contemplated thereby contain items that require negotiation and/or 
      clarification and may involve participation by third parties not under 
      the control of the Company, such as the unnamed “key 
      employees” and/or Mr. Fialkow. The Board has 
      directed that a form of confidentiality agreement be provided to Premier 
      for execution, so that negotiations can begin immediately. As previously 
      announced, Premier had refused to sign a new confidentiality agreement 
      in connection with its last proposal and under the terms of the Amended 
      and Restated Agreement and Plan of Merger between the Company and 
      affiliates of Angelo Gordon & Co., NHHC cannot negotiate with Premier 
      unless it signs such a confidentiality agreement. Angelo Gordon’s 
      affiliates have the right to terminate the Amended and Restated 
      Agreement and Plan of Merger if the NHHC Board of Directors fails to 
      recommend against the Premier proposal by the close of business on May 
      23, 2007.