Pediatric Services OF America (NASDAQ:PSAI)
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Pediatric Services of America, Inc., d/b/a PSA Healthcare (Nasdaq:
PSAI) and Portfolio Logic LLC announced today that they have entered
into a definitive agreement pursuant to which PSA will become a
privately-owned company. Portfolio Logic will acquire all of the
outstanding common shares of PSA not owned by Portfolio Logic at a price
of $16.25 per share, paid in cash. Portfolio Logic, a private investment
firm primarily focused on healthcare and business services companies,
has been an investor in PSA since 2004 and presently owns 14.9% of PSA’s
common shares. As soon as possible, PSA will deliver to its shareholders
a proxy statement for their consideration and approval of the
transaction, and the two companies will file for regulatory approval
under the Hart-Scott-Rodino Act.
Raymond James & Associates is serving as financial advisor, and McKenna
Long & Aldridge LLP is acting as legal counsel, to PSA in connection
with the transaction. Debevoise & Plimpton LLP is acting as legal
counsel to Portfolio Logic in connection with the transaction.
About PSA
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.
About Portfolio Logic LLC
Portfolio Logic, a Washington, D.C.-based investment firm, primarily
focuses on healthcare and business services companies. Jeffrey D.
Zients, managing partner, previously served as Chairman of both The
Corporate Executive Board (NASDAQ: EXBD) and The Advisory Board Company
(NASDAQ: ABCO), two successful business-to-business content companies
serving these industries.
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 acquisition of Pediatric
Services of America, Inc. (the “Company”)
by 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.