Pediatric Services OF America (NASDAQ:PSAI)
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Pediatric Services of America, Inc., d/b/a PSA Healthcare (Nasdaq:
PSAI) announced today that, in connection with its expected merger
with Portfolio Logic LLC, it intends to voluntarily delist its common
stock and the related common stock purchase rights associated with its
stockholder rights plan from the NASDAQ Global Market. PSA intends to
file a Form 25 with the Securities and Exchange Commission (SEC) on or
about August 20, 2007 and expects that its listing on NASDAQ will be
automatically terminated on or about August 31, 2007, the expected
closing date of the merger. Upon delisting, neither PSA’s
common stock nor the associated common stock purchase rights will be
listed on any national securities exchange.
Subject to the rules and requirements of the SEC, PSA also plans to
terminate the registration with the SEC of its common stock and the
associated common stock purchase rights by filing a Form 15 with the SEC
on or about August 31, 2007. The deregistration is expected to be
effective 90 days after the filing.
PSA provides comprehensive pediatric home health care services through a
network of 59 branch offices in 18 states, including satellite offices
and branch office start-ups. Through these offices PSA provides a
combination of services, including pediatric private duty nursing (PDN)
and pediatric day treatment centers (PPECs). Additional information on
PSA may be found on PSA’s website at http://www.psahealthcare.com
NOTE: This press release contains certain forward-looking
statements (as such term is defined in the Private Securities Litigation
Reform Act of 1995) relating to the proposed merger of Pediatric
Services of America, Inc. (the “Company”)
with Portfolio Logic LLC. When used in this press release, the
words “may,” “targets,”
“goal,” “could,”
“should,” “would,”
“believe,” “feel,”
“expects,” “confident,”
“anticipate,” “estimate,”
“intend,” “plan,”
“potential” and
similar expressions may be indicative of forward-looking statements. These
statements by their nature involve substantial risks and uncertainties,
certain of which are beyond the Company’s
control. The Company cautions that various factors, including the
factors described hereunder and those discussed in the Company’s
other filings with the Securities and Exchange Commission, as well as
general economic conditions, industry trends, the Company's anticipated
uses of the proceeds from the sale of its Respiratory and Pharmacy
Businesses, the Company's ability to assimilate and manage
previously acquired field operations, collect accounts receivable,
including receivables related to acquired businesses and receivables
under appeal, hire and retain qualified personnel and comply with and
respond to billing requirements issues, including those related to the
Company’s billing and collection system,
nurse shortages, competitive bidding, HIPAA regulations, adverse
litigation, workers’ compensation losses,
availability and cost of medical malpractice insurance and any potential
reduced state funding levels and nursing hours authorized by Medicaid
programs, could cause actual results or outcomes to differ materially
from those expressed in any forward-looking statements of the Company
made by or on behalf of the Company. Further, the Company may not
be able to complete the proposed merger because of a number of factors,
including, among other things, the failure to obtain stockholder
approval or the failure to satisfy other closing conditions. Any
forward-looking statement speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update
any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to
reflect the occurrence of an unanticipated event. New factors
emerge from time to time, and it is not possible for management to
predict all of such factors. Further, management cannot assess
the impact of each such factor on the business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.