National Home Health Care Corp. and Affiliates of Angelo Gordon & Co. Amend the Merger Agreement and Agree on Proposed Settlemen

  
    
  
  
    
      National Home Health Care Corp. (NASDAQ National Market: NHHC), a 
      provider of home health care and staffing services in the Northeast, 
      today reported that NHHC and affiliates of Angelo Gordon & Co. have 
      entered into an amendment to the previously announced Amended and 
      Restated Agreement and Plan of Merger dated as of May 9, 2007. NHHC 
      further reported that an agreement in principle to settle the previously 
      announced Delaware class action suit brought by Helaba Invest 
      Kapitalanlagegesellschaft mbH had been reached in connection with the 
      amendment to the merger agreement.
    
    
      Among other things, the amendment to the merger agreement provides for 
      merger consideration of $12.75 per share in cash (other than a portion 
      of the payment to Frederick H. Fialkow which will be by a previously 
      agreed upon subordinated note); an outside termination date of September 
      10, 2007 (which date has been moved forward from October 15, 2007) for 
      the transaction; the termination of Frederick H. Fialkow’s 
      consulting agreement; and certain changes in each of Steven Fialkow and 
      Robert Heller’s employment agreements 
      resulting, in each case, in less total compensation payable to each. 
      Additionally, Angelo Gordon has consented to an additional payment of 
      $0.10 per share in cash to all NHHC shareholders other than the 
      directors and officers of NHHC and their families as settlement of the 
      class action suit, such consent conditioned upon Angelo Gordon’s 
      approval of the form of stipulation of settlement to be signed in 
      connection therewith. The plaintiff in the class action suit has agreed 
      in principle to this settlement, subject to taking additional discovery. 
      It is anticipated that it will take approximately 90 days for the 
      appropriate notification procedures to occur to obtain class 
      certification. No assurance can be made that the stipulation of 
      settlement will be approved by the plaintiffs or by Angelo Gordon, or 
      that the certification of the class will occur or that the court will 
      approve the settlement.
    
    
      The special committee of NHHC’s board of 
      directors met on June 1, 2007 and after receiving legal and financial 
      advice recommended unanimously to the board that the terms of the 
      amendment were at least as favorable to NHHC’s 
      shareholders as the terms of the prior proposal from Premier Home Health 
      Care Services, Inc. and that Premier’s 
      proposal therefore no longer constituted a “Superior 
      Proposal” under the meaning of the above 
      mentioned Amended and Restated Agreement and Plan of Merger. The board 
      of directors unanimously accepted the recommendation of its special 
      committee.
    
    
      The previously scheduled special meeting of NHHC’s 
      stockholders has been adjourned and will be held on June 15, 2007.