MIM and Chronimed Modify Merger Agreement,
Extend Termination Date
Merger Expected to Be Completed No Later Than April 30, 2005
Elmsford, NY and Minneapolis, MN - January 4, 2005 - MIM Corporation (Nasdaq: MIMS) and Chronimed Inc. (Nasdaq:
CHMD) today announced that the parties agreed to an amendment to the original merger agreement dated August 9, 2004.
The combined company, which will be named BioScrip Inc., will be one of the largest specialty pharmacies in the
country.
Amendment to Merger Agreement
The amendment to the merger agreement extends the termination date to April 30, 2005, increases the share
exchange ratio from 1.025 to 1.12, adds a board member selected from the MIM board, and names key executives. In
addition, the amendment designates Minneapolis, Minnesota as BioScrip's business headquarters while keeping
Elmsford, New York as its corporate headquarters.
The companies agreed to a new share exchange ratio, which upon consummation of the merger, will result in each
Chronimed shareholder receiving 1.12 MIM shares for each Chronimed share then held. Immediately following the
merger, Chronimed shareholders will own approximately 40% of BioScrip and MIM shareholders will own approximately
60%. The transaction continues to be structured as a tax-free reorganization for both companies and their
respective shareholders. As previously disclosed, upon completion of the merger, BioScrip's shares will be traded
on the Nasdaq National Market® under the ticker symbol BIOS.
The companies also named Charlotte W. Collins, a current MIM board member, as BioScrip's tenth board member. The
companies have now designated all ten directors, as follows: Richard H. Friedman, Henry F. Blissenbach, Richard
A. Cirillo, Ms. Collins, Louis T. DiFazio, Myron Z. Holubiak, David R. Hubers, Michael Kooper, Richard L. Robbins
and Stuart A. Samuels.
The companies named Gregory H. Keane, Chronimed's current Chief Financial Officer, as Chief Financial Officer of
BioScrip, Barry A. Posner as Executive Vice President, Secretary and General Counsel of BioScrip, and each of
Alfred Carfora, Brian J. Reagan and Anthony J. Zappa, as Executive Vice President of BioScrip.
The amendment to the merger agreement is being filed today with the SEC. The companies will file an amendment to
the joint proxy statement/prospectus on Form S-4 in the near future.
Synergies and Financial Guidance
MIM and Chronimed expect to achieve approximately $10 million annually in combined cost saving synergies, before
merger-related costs. The companies expect to achieve this annual rate of synergies within the first twelve
months after the closing. The companies also expect that the first twelve months of BioScrip operations will
generate approximately $1.2 billion in revenue and $35 million in EBITDA, before merger-related charges. The
companies do not expect BioScrip to achieve this same level of EBITDA in calendar 2005 due to the anticipated
timing of the merger.
Mr. Friedman and Mr. Blissenbach commented: "Our strategy remains sound and both management teams continue to be
excited by the prospects for the combined company. We will leverage the increased scale of BioScrip to deliver on
growth opportunities in today's competitive marketplace."
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