National Home Health Care Corp. Rejects Premier 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 the Special Committee of its Board of Directors met 
      on May 16, 2007 and, after receiving legal and financial advice, 
      recommended unanimously to the Board that the May 13, 2007 proposal 
      delivered by Premier Home Health Care Services, Inc. to NHHC did not 
      constitute a “Superior Proposal” 
      within the meaning of the Amended and Restated Agreement and Plan of 
      Merger between NHHC and affiliates of Angelo Gordon & Co. because (1) 
      the $20 million cash requirement in the Premier proposal raised 
      substantial uncertainty as to whether the transaction could be 
      consummated and (2) the financing commitment tendered by Premier 
      contained a number of uncertainties. Specifically, the Special Committee 
      concluded, after consultation with management, that there was 
      substantial uncertainty that NHHC would have $20 million in cash on hand 
      (less certain carve-outs in Premier’s 
      proposal) in light of the increased professional fees resulting from 
      litigation and the consideration of multiple bids from Premier and 
      Angelo Gordon, and because Premier’s proposal 
      did not expressly carve out from the $20 million cash requirement NHHC’s 
      obligation to pay $1.5 million of Angelo Gordon’s 
      expenses in the event of the acceptance of the Premier proposal. The 
      Special Committee further concluded that the financing commitment 
      tendered by Premier included certain unspecified financial ratios and a 
      material adverse effect condition which hinges on an expected ruling in 
      certain litigation affecting the industry, over which NHHC has no 
      control. The Special Committee further noted that the Angelo Gordon 
      transaction contained none of the foregoing uncertainties, and further 
      that because Premier had refused to sign the form of confidentiality 
      agreement called for by the merger agreement with Angelo Gordon, the 
      Special Committee and the Board were required to make a judgment 
      relating to Premier’s latest offer without the 
      benefit of an opportunity to negotiate these points with Premier. After 
      receiving legal and financial advice, NHHC’s 
      Board of Directors unanimously accepted the recommendation of its 
      Special Committee.