allion healthcare
future reductions or basic changes in the programs could threaten allion healthcare' s long - term profitability .
investors interested in specialized health care may want to take a look at companies providing services to the elderly, including apria healthcare group, beverly enterprises, kindred healthcare, genesis healthcare and manor care .
allion healthcare gives a vital service to those infected with hiv / aids, but the company offers little to ipo investors .
allion healthcare, inc. agrees to be acquired by h. i. g. capital for $ 6. 60 per share
allion healthcare' s competitors include specialty pharmacies such as accredo health, bioscrip, curative health services and priority healthcare, and benefit management companies such as medco health solutions, expressscripts and caremark rx .
allion healthcare, inc. is a national provider of specialty pharmacy and disease management services focused on hiv / aids patients as well as specialized biopharmaceutical medications and services to chronically ill patients. allion healthcare sells hiv / aids medications, ancillary drugs and nutritional supplies under the trade name moms pharmacy. allion healthcare provides services for the intravenous immunoglobulin, blood clotting factor and other therapies through its biomed america division. allion healthcare works closely with physicians, nurses, clinics, aids service organizations, and with government and private payors to improve clinical outcomes and reduce treatment costs .
allion healthcare, inc. is a national provider of specialty pharmacy and disease management services focused on hiv / aids patients as well as specialized biopharmaceutical medications and services to chronically ill patients. allion healthcare sells hiv / aids medications, ancillary drugs and nutritional supplies under the trade name moms pharmacy. allion healthcare provides services for the intravenous immunoglobulin, blood clotting factor and other therapies through its biomed america division. allion healthcare works closely with physicians, nurses, clinics, aids service organizations, and with government and private payors to improve clinical outcomes and reduce treatment costs. for more information, please refer to the allion website at urltoken .
allion healthcare is rolling up competitors in a highly fragmented market, but remains a small operation in a narrow field. at best, look for a small opening and a quiet first day. better yet, skip allion healthcare' s planned ipo and look elsewhere for stronger growth prospects .
allion healthcare, inc. agrees to be acquired by h. i. g. capital for $ 6. 60 per share | business wire
( a) allion healthcare, inc. (the company or allion) was originally incorporated in 1983 under the name the care group inc. in 1999, the company changed its name to allion healthcare, inc. the company is a national provider of specialty pharmacy and disease management services focused on hiv / aids patients, as well as a national provider of specialty biopharmaceutical medications and services for chronically ill patients .
matter of allion healthcare inc. :: 2010: : new york other courts decisions: : new york case law: : new york law: : us law: : justia
attorneys for defendants michael p. moran, flint d. besecker, kevin d. stepanuk, william r. miller and allion healthcare, inc. , 1000 west street, 17th floor
“we are excited to close and begin integrating the whittier goodrich pharmacy into the allion and moms pharmacy system, ” commented mike moran, allion’s president and chief executive officer in allion’s transaction announcement. “whittier has provided high quality services in the los angeles market for a long time and we look forward to the whittier team joining the allion and moms pharmacy team. ”
we believe that the combination of services we offer to patients, healthcare providers and payors makes us an attractive source of specialty pharmacy and disease management services, contributes to better clinical outcomes and reduces overall healthcare costs .
reimbursement experience that assists patients and healthcare providers with the complex reimbursement processes and that optimizes collection of payment .
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allion healthcare is growing by acquisition. in 2003, it bought a california pharmacy, medicine made easy, and in 2005 it acquired two more california pharmacies, north american home health supply and specialty pharmacies .
moms, whose parent is listed as allion healthcare, a melville, l. i. - based company, billed new york state medicaid for at least $ 155 million for these unusable drugs, according to new york state attorney general eric schneiderman. the ag' s office says allion cooperated in the investigation .
company contact: allion healthcare, inc. russ fichera, 631 - 547 - 6520 chief financial officer or investor contact: the cockrell group rich cockrell, 404 - 942 - 3369 rich. cockrell @ urltoken www. urltoken
the defendant allion healthcare, inc. (
allion
or the
company
) is a publicly traded delaware corporation with principal executive offices in melville, new york. it is a national provider of specialty pharmacy and disease - management services focused on hiv / aids patients, specialized biopharmaceutical medications, and services to chronically ill patients .
but allion healthcare has limited its ability to get the best price from vendors by signing a five - year agreement with amerisourcebergen in 2003. the company now purchases nearly all its drugs from amerisoucebergen and is required to purchase at least 95% from the supplier. this is unlikely to change in the immediate future, because allion healthcare depends on credit from the supplier to meet its working - capital needs between the time of purchase and reimbursement from the government and private payers .
) - - h. i. g. capital, llc, a leading global private equity firm, today announced that an affiliate has closed its previously announced acquisition of allion healthcare, inc. (nasdaq: alli). based in melville, new york, allion healthcare is a leading national provider of specialty pharmacy and disease management services focused on hiv / aids patients as well as specialized biopharmaceutical medications and services to chronically ill patients. with over $ 400 million in revenue, allion provides critical pharmaceuticals and services to its customers through its network of 17 locations across the country .
law360, new york (september 29, 2014, 2: 33 pm edt) - - a new york federal judge has refused to throw out a suit filed by specialty pharmacy allion healthcare inc. alleging arch insurance co. improperly denied coverage for costs stemming from the criminal investigation of an employee, finding the crime coverage portion of allion’s policy is ambiguous .
earlier this year, allion healthcare agreed to purchase oris medical systems and will close the deal shortly after completing the ipo. the acquisition will give it the rights to labtracker, software that allows doctors to record, track and analyze hiv / aids treatment. the deal also gives allion healthcare the exclusive right to license labtracker to pharmacies. the company says about 200 clinics now use labtracker to monitor about 100, 000 hiv / aids patients, and the software may be able to attract new customers .
in a sept. 23 order saying that allion, now known as biomed healthcare holdings inc. , can pursue the breach of contract suit it filed after arch refused to pay for costs incurred as a result of new york state prosecutors ...
pursuant to the definitive merger agreement between affiliates of h. i. g. capital and allion healthcare, signed on october 18, 2009, stockholders are entitled to receive $ 6. 60 per share in cash. the going - private transaction was approved at the stockholders meeting held on january 11, 2010. the transaction values allion at approximately $ 278 million .
“allion healthcare has pursued a focused acquisition strategy within the hiv / aids disease state sector, ” said julie decker, focalpoint’s healthcare strategic operating partner. “they have selected quality regional providers in communities with critical market share. whittier goodrich is a respected hiv / aids - centric pharmacy and we feel that this transaction secures a very solid position in the market and demonstrates the ongoing trend of industry consolidation. ”
publicly held allion healthcare, melville. n. y. , would be taken private in a $ 278 million merger deal with private - equity firm h. i. g. capital that, if approved, would pay stockholders $ 6. 60 per share in cash .
under the terms of the agreement, allion stockholders would receive $ 6. 60 per share in cash, representing a premium of 30. 2 percent over allion’s average share price for the five trading days prior to the execution and public announcement of the transaction .
attorneys for defendants h. i. g. capital, llc, brickell bay acquisition corp. , michael p. moran, flint d. besecker, kevin d. stepanuk, william r. miller, gary p. carpenter, willard t. derr and allion healthcare, inc .
allion and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from allion’s stockholders in respect of the proposed transaction. information about the directors and executive officers of allion and their respective interests in allion by security holdings or otherwise is set forth in its proxy statement relating to the 2009 annual meeting of stockholders, which was filed with the sec on april 30, 2009. investors may obtain additional information regarding the interest of the participants by reading the proxy statement regarding the acquisition when it becomes available .
the transaction represents focalpoint’s second healthcare transaction of 2006, following the recent sale of a la - based infusion pharmacy to bioscrip, inc. nishen radia, managing director of focalpoint commented, “with our healthcare practice set to close more transactions this year, we believe our proprietary knowledge of the key players in all of the major healthcare constituencies – providers, payors and manufacturers – enables our firm to best serve clients in pursuing growth opportunities or devising appropriate exit strategies. ”
in 2004, allion healthcare says as many as 1. 6 million people in the u. s. were infected with hiv, including as many as 500, 000 taking medications. in 2004, the company' s customers paid an average of $ 19, 800 each for medication .
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the plaintiffs contend that parallex and mirra, as controlling shareholders of allion, owed fiduciary duties of loyalty and care to the other allion shareholders. the plaintiffs contend that parallex and mirra breached their fiduciary duties by forming the control group, which caused the board to sell allion, resulting in the accretion of the rollover shareholders' equity in the surviving corporate entity and the sale of the unaffiliated public shareholders' equity at a discount .
we have granted cit healthcare llc a security interest in substantially all of our assets, and if we default under our credit agreement, cit may foreclose on our assets .
kirkland & ellis llp and mcdermott will & emery llp (providing regulatory advice) served as legal counsel to h. i. g. and alston & bird llp served as legal counsel to allion. raymond james & associates, inc. served as financial advisor to the allion board of directors .
in accordance with nasdaq marketplace rule 4350 (i) (1) (c), the company issued to the former biomed stockholders new allion common stock in an amount equal to 19. 9% of its common stock outstanding at the closing of the merger, with the remainder of the stock portion of the purchase price issued in new allion series a - 1 preferred stock. the total number of shares of allion common stock issued at closing was 3, 224, 511, and the total number of shares of allion series a - 1 preferred stock issued at closing was 6, 125, 448. on june 24, 2008 the companys stockholders approved the issuance of 6, 125, 448 shares of common stock, reflecting the one - for - one conversion of the series a - 1 preferred stock. the shares of allion common stock issued to the former biomed stockholders represent 37% of the total allion shares outstanding .
the four defendants allegedly distributed illegally obtained hiv drugs through the brooklyn and suffolk county locations of the high - volume moms pharmacy, a division of private equity firm h. i. g. capital llc' s allion healthcare inc. the pharmacy then sold the drugs to medicaid recipients and billed the state' s medicaid program ...
the foundation operates 19 pharmacy centers in california, florida and washington, d. c. moms pharmacy has 12 pharmacies and pharmacy access centers in california, connecticut, massachusetts, new york and washington state. it was part of allion healthcare, which was acquired by hig capital, a private - equity firm, for $ 278 million in 2010. in april, the new york attorney general' s office announced that it had arrested and indicted four individuals who illegally obtained hiv drugs that were then dispensed to medicaid recipients through moms pharmacy and allion healthcare. the attorney general' s office alleged that at least $ 155 million in false claims were submitted to the state' s medicaid program .
) - - allion healthcare, inc. (nasdaq: alli) today announced that it has entered into a definitive merger agreement for the company to be acquired and taken private by an affiliate of h. i. g. capital, llc, a leading global private investment firm, in a transaction valued at approximately $ 278 million, including the assumption or repayment of approximately $ 79 million of indebtedness. the agreement was unanimously approved by allion’s board of directors, including a special committee of independent directors .
allion healthcare' s net sales grew to $ 60. 1 million in 2004 from $ 5 million in 2000, or a compound annual growth rate of about 86% per year. but the company has yet to generate steady profits. the predecessor company, care group, filed for chapter 11 bankruptcy protection in september 1998 and emerged in february 1999 .
for the year ended dec. 31, allion healthcare reported a loss of $ 2. 6 million. it had an accumulated deficit of $ 10. 6 million on that date. however, for the three months ended march 31, the company reported pro forma adjusted net income of $ 653, 000 on revenue of $ 27. 3 million .
allion healthcare, inc. (“allion”) (nasdaq: alli), a national provider of specialty pharmacy and disease management services focused on hiv / aids patients, has closed the purchase of certain assets, including customer lists, books and records, files and goodwill and other tangible and intangible assets, from whittier goodrich pharmacy, inc. (“whittier”) for $ 15. 0 million in cash. whittier reported un - audited 2005 revenue of approximately $ 30. 0 million. focalpoint acted as exclusive financial advisor to whittier .
j. s. c. footnotes footnote 1: except parallex, none of the former biomed shareholders are parties to this action. footnote 2: although allion is named as a defendant and moves with the director defendants to dismiss the complaint insofar as it is asserted against them, the plaintiff has not asserted any causes of action against allion .
allion healthcare, inc. (nasdaq: alli) today announced that it has entered into a definitive merger agreement to be acquired and taken private by an affiliate of h. i. g. capital, llc, a leading global private investment firm, in a transaction valued at approximately $ 278 million, including the assumption or repayment of approximately $ 79 million of indebtedness. the agreement was unanimously approved by allion' s board of directors, including a special committee of independent directors. under the terms of the agreement, allion stockholders would receive $ 6. 60 per share in cash, representing a premium of 30. 2 percent over allion' s average share price for the five trading days prior to the execution and public announcement of the transaction. the transaction is expected to close in the first quarter of 2010. raymond james & associates, inc. served as financial advisor to the allion board of directors. alston & bird llp is serving as legal counsel to the company and h. i. g.' s legal counsel is kirkland & ellis, llp .
[ * 1 ] matter of allion healthcare inc. 2010 ny slip op 51519 (u) [ 28 misc 3d 1228 (a) ] decided on august 13, 2010 supreme court, suffolk county emerson, j. published by new york state law reporting bureau pursuant to judiciary law § 431. this opinion is uncorrected and will not be published in the printed official reports .
after allion acquired biomed in 2008, the defendant fint d. besecker (
besecker
), who was a member of allion' s board, purchased a 6% ownership interest in parallex from mirra. in may 2009, at besecker' s request, mirra repurchased besecker' s ownership interest in parallex for a gain of $ 920, 000 to besecker .
ordered that the motion by the defendants michael p. moran, william r. miller, gary p. carpenter, willard t. derr, kevin d. stepanuk, flint d. besecker, and allion healthcare, inc. , for an order pursuant to cplr 3211 (a) (1) and (7), dismissing the complaint insofar as it is asserted against them, is denied; and it is further
allion healthcare, based in melville, n. y. , plans to offer 4 million shares at $ 12 to $ 14 each through underwriters led by thomas weisel partners. the proposed nasdaq symbol is alli. the deal is expected to be priced the week of june 20. it plans to use net proceeds raised to repay debt, make a $ 1 million payment to oris medical, redeem outstanding warrants and for working capital .
this press release contains forward - looking statements within the meaning of that term in section 27a of the securities act of 1933 and section 21e of the securities exchange act of 1934. these forward - looking statements include statements regarding benefits of the proposed transaction, future performance, financing for the transaction and the completion of the transaction. these statements are based on the current expectations of management of allion healthcare, inc. there are a number of risks and uncertainties that could cause actual results to differ materially from the forward - looking statements included in this document. for example, among other things, conditions to the closing of the transaction may not be satisfied and the transaction may involve unexpected costs, unexpected liabilities or unexpected delays. additional factors that may affect the future results of allion are set forth in its filings with the securities and exchange commission, which are available at urltoken. unless required by law, allion healthcare, inc. undertakes no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise .
in april 2008, allion purchased biomed america, inc. (
biomed
), for $ 99. 4 million in cash and stock. as a result, the former biomed stockholders (the
rollover [ * 2 ] shareholders
) became the owners of approximately 41% of allion' s outstanding common stock, and the defendant parallex, llc (
parallex
), which was one of the former biomed stockholders, became allion' s largest shareholder with 27. 5% of the outstanding shares of allion' s common stock. [ fn1 ] the defendant raymond a. mirra, jr. (
mirra
) is the former president of biomed and the sole owner and manager of parallex. upon consummation of the sale of biomed, the rollover shareholders and allion entered into a stockholders' agreement (the
stockholders' agreement
) dated april 4, 2008, which permitted the rollover shareholders to designate two directors to allion' s six - member board of directors (the
board
) in 2008, 2009, and 2010. the rollover shareholders designated the defendants william r. miller (
miller
), and kevin d. stepanuk (
stepanuk
) to the board in june 2008 .
on october 20, 2009, the plaintiff denise fowler, an allion shareholder, commenced this action challenging the allion merger on her own behalf and on behalf of all others similarly situated. on october 27, 2009, another action challenging the allion merger was filed in the delaware chancery court by the virgin islands government employees' retirement system (
vigers
). two days later, on october 29, 2009, steamfitters local union 449 (
steamfitters
) filed a second action in the delaware chancery court challenging the allion merger. that action was subsequently withdrawn and recommenced in this court. by an order of this court dated november 18, 2009, and re - dated on december 17, 2009, this action and the steamfitters action were consolidated. on november 2, 2009, union asset management holding ag filed a third action in the delaware chancery court challenging the allion merger. on november 16, 2009, the delaware chancery court granted an unopposed motion for class certification by vigers and union asset management holding ag. [ * 5 ]
allion provides specialty drug and disease management services focused on hiv / aids patients. it operates distribution centers in or near major metropolitan areas, including new york, miami, seattle, san francisco and los angeles .
the consideration associated with the common stock was valued at $ 5. 14 per share based on the average closing price of allion common stock three days before and after the march 13, 2008 announcement of the merger .
many of our competitors have substantially greater resources and marketing staffs and more established operations and infrastructure than we have. a significant factor in effective competition will be our ability to maintain and expand our relationships with patients, healthcare providers and government and private payors .
focalpoint is an independent investment bank, specializing in mergers and acquisitions, private placements (both debt and equity), and financial restructurings. the firm’s primary focus is on middle - market companies with revenues between $ 10 million and $ 250 million in a diverse range of industries. focalpoint has an active m & a healthcare practice which focuses on integrated supply chains and service providers. focalpoint has expertise in specialty pharmacy, hospitals and outpatient specialty services, clinical research organizations, medical supplies distribution and home healthcare .
in january 2009, the board contemplated selling the company and retained raymond james & associates, inc. (
raymond james
) as its financial advisor in connection therewith. allion executed confidentiality agreements with 51 potential buyers. however, as of april 3, 2009, the deadline that allion had set for proposals, it received only five preliminary written proposals. each proposal provided for the purchase of all of allion' s outstanding common stock for cash at prices ranging from $ 4. 66 to $ 6. 00 per share. notwithstanding the april 3rd deadline, allion received three additional proposals (two written and one oral) a few days after the deadline had passed. the additional proposals provided for the purchase of all of allion' s outstanding common stock for cash at prices ranging between $ 4. 25 and $ 6. 50 per share. on april 13, 2009, raymond james, alston & bird (allion' s legal advisor), the board, and allion' s chief financial officer russell j. fichera (
fichera
) met to review the eight preliminary proposals. the board agreed to allow five of the potential buyers to move forward in the process. the board directed raymond james to request improved proposals from the two who had submitted the lowest price ranges and to obtain a written proposal with more specific terms from the one who had submitted an oral proposal. the board created an informal negotiating committee (the
negotiating committee
) comprised of the defendants gary carpenter (
carpenter
) and besecker to review, evaluate, negotiate, and recommend to the board any potential transaction involving a change in control of the company .
the transaction is expected to close in the first quarter of 2010, subject to customary closing conditions, including customary antitrust and regulatory approvals. further, the transaction is subject to the approval of the merger agreement by holders of a majority of the outstanding shares of the company’s common stock. parallex llc and certain other allion stockholders that in the aggregate represent approximately 41. 1 percent of allion’s outstanding shares have entered into agreements with h. i. g. to vote in favor of the merger .
raymond james & associates, inc. served as financial advisor to the allion board of directors. alston & bird llp is serving as legal counsel to the company and h. i. g. ’s legal counsel is kirkland & ellis, llp .
allion provided the six highest bidders with access to confidential financial, legal, and operational information, as well as a draft of a proposed merger agreement. the defendant h. i. g. capital, llc (
h. i. g .
), a delaware private equity firm, who had neither entered into a confidentiality agreement with allion nor submitted a preliminary proposal to raymond james, was given access to the same information as the six highest bidders after it indicated its desire to participate in the process. h. i. g. submitted the ninth preliminary proposal on april 20, 2009, which contemplated an all - cash purchase of all of allion' s outstanding common stock at a price [ * 3 ] range of $ 5. 50 to $ 6. 00 per share. on april 27, 2009, allion received the tenth and final preliminary written proposal, which provided for a purchase price of between $ 7. 00 and $ 7. 50 per share .
credit agreement. on april 4, 2008, we acquired 100% of the stock of biomed for $ 48, 000 in cash, 9, 350 shares of allion common and preferred stock and the assumption of $ 18, 569 of biomed debt .
the purchase price of $ 121, 222 for all of the outstanding shares of biomed was paid with funds from a new senior credit facility provided by cit healthcare llc (see note 7 financing activity), available cash, and newly issued allion common stock and series a - 1 preferred stock. the aggregate consideration paid to the former biomed stockholders consisted of $ 48, 000 in cash and a combined total of approximately 9. 35 million shares of allion common stock and series a - 1 preferred stock. the company also assumed $ 18, 569 of biomeds outstanding indebtedness and incurred direct acquisition costs of $ 2, 612. in addition to the purchase price, the company may make an earn out payment in 2009 to the former biomed stockholders if the biomed business achieves certain financial performance benchmarks during the first full 12 calendar months following closing. it is expected that any earn out payment will be recorded as additional goodwill .
h. i. g. purportedly believed that it could not complete a transaction on economically acceptable terms without a substantial percentage of allion' s stockholders agreeing to rollover their equity. accordingly, h. i. g. met with mirra to discuss the company' s business before the may 18th deadline. on may 20, 2009, h. i. g. submitted a letter to parallex outlining a proposed structure for a transaction in which the rollover shareholders would be required to exchange their shares of allion common stock for equity interests in the surviving entity. h. i. g. submitted a written confirmation of its proposal to raymond james to purchase allion' s outstanding common stock for between $ 5. 50 and $ 6. 00 per share in cash if h. i. g. and mirra reached a suitable arrangement regarding mirra' s continued involvement in the company .
on may 6, 2008, a settlement was entered in superior court of california, san diego county, of oris medical systems, inc. v. allion healthcare, inc. , et al. , action no. gic 870818. pursuant to the terms of the settlement, we agreed to pay oms $ 3. 95 million in exchange for dismissal of the complaint and cross complaint with prejudice and mutual general release of all claims among the parties. we accrued for the litigation settlement of $ 3. 95 million in the three - month period ended march 31, 2008. payment of the settlement was made on may 27, 2008 .
new york - attorney general eric t. schneiderman today announced the arrests and indictment of four ringleaders of a massive scheme to distribute black market prescription hiv drugs and defraud the medicaid program of $ 155 million. after an investigation code - named “operation black market meds, ” the attorney general’s medicaid fraud control unit shut down an illegal operation that was distributing hiv prescription drugs obtained on the black market through moms pharmacy, a high - volume pharmacy with satellites in suffolk county and brooklyn. moms, and its parent company allion healthcare, then dispensed the illegally obtained drugs to medicaid recipients, and billed the new york state medicaid program for these un - sellable drugs .
the amended consolidated complaint in this action alleges, inter alia, that the allion merger unfairly favored the rollover shareholders, who collectively owned 41% of allion' s common stock, and that the price allion' s unaffiliated public shareholders received for their shares ($ 6. 60 per share) was undervalued. specifically, the plaintiffs allege that moran, besecker, carpenter, derr, miller, and stepanuk (the
director defendants
) breached their fiduciary duties to the plaintiffs and other public stockholders of the company by failing to engage in an honest and fair sale process, by failing to maximize shareholder value in connection with the merger, by failing to provide them with all material information regarding the merger, and by misrepresenting the sale process leading to the merger. the plaintiffs allege that parallex and mirra (the
parallex defendants
) breached their fiduciary duties by participating in an unfair sale process that benefitted the rollover shareholders at the expense of allion' s unaffiliated public shareholders. the plaintiffs allege that h. i. g. and brickell bay acquisition corp. , a corporation formed solely in anticipation of the merger, (the
h. i. g. defendants
) aided and abetted such breaches of fiduciary duties .
finally, it cannot be said that besecker was disinterested as a matter of law. he had close ties to mirra and parallex, having purchased a 6% ownership interest in parallex from mirra, which he resold to mirra at a substantial profit in may 2009, when the sale of allion was being negotiated .
as previously noted, mirra was not an allion shareholder. thus, in order to hold mirra liable for any purported breaches of fiduciary duty by parallex, it is necessary to pierce parallex' s corporate veil. the plaintiffs seek to pierce the corporate veil on the ground that mirra was parallex' s sole shareholder .
the parties reached an agreement on october 18, 2009, providing for the sale of allion' s stock to h. i. g. for $ 6. 60 per share in cash and for the rollover shareholders to receive a 29. 2% interest in the surviving corporation. after reviewing the terms of the proposal, the special committee recommended that the board approve the final terms of the proposed merger agreement, and raymond james delivered its opinion to the board that the transaction was fair from a financial point of view to allion' s unaffiliated public shareholders. the board unanimously approved the offer. on january 11, 2010, three weeks after allion filed its final proxy, allion' s shareholders approved the merger at a special meeting of stockholders. on that date, there were 28, 700, 248 shares of the company' s common stock issued and outstanding. present in person or by proxy at the meeting were the holders of 25, 357, 973 shares of the issued and outstanding shares entitled to vote. of the 25, 357, 973 total shares present at the meeting, 99. 18% voted in favor of the merger, and. 72% voted against it. no shareholder demanded an appraisal, and the merger closed on january 13, 2010. procedural history
a news release from the provider of specialty pharmacy and disease - management services for hiv / aids patients said the buyout would pay shareholders a premium of 30% over allion' s average share price for the five trading days prior to the execution of the deal. the deal is still subject to approval by shareholders and regulators, and is expected to close in the first quarter of 2010. about 41% of shareholders have already entered into agreements with h. i. g. to vote in favor of the deal. what do you think? post a comment on this article and share your opinion with other readers. submit your comments to modern healthcare online at mheditorial @ urltoken. please be sure to include your hometown and state, along with your organization and title .
our sales and profitability are affected by the efforts of healthcare payors to contain or reduce the cost of healthcare by lowering reimbursement rates, limiting the scope of covered services, and negotiating reduced or capitated pricing arrangements. any changes that lower reimbursement levels under medicaid, medicare or private payors could also reduce our future revenue. furthermore, other changes in these reimbursement programs or in related regulations could reduce our future revenue. these changes may include modifications in the timing or processing of payments and other changes intended to limit or decrease the growth of medicaid, medicare or third party expenditures. in addition, the failure, even if inadvertent, by us or our patients to comply with applicable reimbursement regulations could adversely affect our reimbursement under these programs and our ability to continue to participate in these programs. in addition, our failure to comply with these regulations could subject us to other penalties .
gross, who was accused of receiving over $ 25 million in ill - gotten gains from the scheme, was convicted of grand larceny, criminal diversion and money laundering. schabel pleaded guilty to charges of receiving more than $ 5 million in bribes. both now face multiple years in prison; gross plans an appeal, according to his attorney. moms pharmacy, which had mail - order operations nationally, is now owned by the aids healthcare foundation, a los angeles nonprofit .
while each of the plaintiffs' claims of influence standing alone may not be sufficient to support a conclusion that the director defendants were interested, the totality of the circumstances and overlapping issues create a reasonable inference sufficient to survive a motion to dismiss that allion' s directors did not possess the care, attention, and sense of responsibility necessary to afford them the status of independent directors. 2. the duty of care
in connection with the proposed transaction, the company will file proxy materials with the sec relating to the solicitation of proxies to vote at a special meeting of stockholders to be called to approve the proposed transaction. the definitive proxy statement will be mailed to the stockholders of the company in advance of the special meeting. stockholders of the company are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about the proposed transaction. stockholders may obtain a free copy of the proxy statements and any other relevant documents (when available) at the sec' s web site at urltoken. the definitive proxy statements and these other documents will also be available on the company' s website (urltoken) and may be obtained free from the company by directing a request to allion healthcare, attn: investor relations, 1660 walt whitman road, suite 105, melville, ny 11747 .
on april 4, 2008, the company and its wholly owned subsidiary, biomed healthcare, inc. , a delaware corporation (merger sub), completed the acquisition of biomed america, inc. , a delaware corporation (biomed), pursuant to an agreement and plan of merger (the agreement), dated as of march 13, 2008, by and among allion, merger sub, biomed and biomeds majority owner, parallex llc, a delaware limited liability company. the acquisition was effected by the merger of biomed with and into merger sub, with merger sub as the surviving entity and a wholly owned subsidiary of the company (the merger). the acquisition of biomed expands the companys product and service offerings and will diversify its payor base by increasing the revenues received from non - governmental payors. the companys management believes biomed has a leading reputation among patients and referring physicians managing hemophilia, immune deficiencies and other chronic conditions .
when the story broke in 2012, a spokesperson for allion told pharmaceutical commerce that “as the alleged fraud was financial in nature, we have no evidence at this time indicating that the distribution of these products caused adverse health consequences to our patients. ” however, the insidiousness of diversion or counterfeiting in cases like this, or for incapacitated seniors in nursing homes, is that the patient follow - up is very difficult to carry out .
mike moran, allion’s chairman and chief executive officer commented, “our agreement with h. i. g. provides a compelling all - cash premium to our shareholders. throughout this process, our board has been committed to delivering value and liquidity to our shareholders, and we believe this transaction will accomplish both of those objectives. we look forward to working with h. i. g. to complete this transaction as expeditiously as possible. ”
oris medical systems, inc. v. allion healthcare, inc. , et al. , superior court of california, san diego county, action no. gic 870818. on august 14, 2006, oms filed a complaint against allion, oris health, inc. , which we refer to as oris health, and moms pharmacy, inc. , which we refer to as moms, alleging claims for breach of contract, breach of the implied covenant of good faith and fair dealing, specific performance, accounting, fraud, negligent misrepresentation, rescission, conversion and declaratory relief, allegedly arising out of the may 19, 2005 asset purchase agreement between oris health and moms on the one hand, and oms on the other hand. the court dismissed the negligent misrepresentation cause of action. allion, oris health and moms filed a cross - complaint against oms, oms majority shareholder pat iantorno, and the iantorno management group for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, rescission and related claims. prior to trial, which began april 25, 2008, oms dismissed its claims for rescission and conversion and we dismissed the fraud claims and several other claims. on may 6, 2008, during trial, the parties settled the entire action. pursuant to the terms of the settlement, we agreed to pay oms $ 3. 95 million and dismiss the cross - complaint with prejudice in exchange for mutual general releases and dismissal of the complaint with prejudice. as part of the settlement, the parties have agreed that the asset purchase agreement has terminated, with no further earnout payments due by us. we accrued for the litigation settlement of $ 3. 95 million in the three - month period ended march 31, 2008. payment of the settlement was made on may 27, 2008 .
the defendants moved to stay this action, inter alia, on the ground that the pending class action in delaware, allion' s state of incorporation, asserts the same claims against the same defendants as this action. by an order dated december 22, 2009, this court denied the motion, finding that the defendants had not met their burden of establishing that the ends of justice and the convenience of the parties would best be served if the litigation were to proceed in delaware. the director defendants and allion, the parralex defendants, and the h. i. g. defendants now move separately to dismiss the amended consolidated complaint on the grounds that they have a defense founded upon documentary evidence (cplr 3211 [ a ] [ 1 ]) and that the complaint fails to state a cause of action (cplr 3211 [ a ] [ 7 ]). [ fn2 ] standard for a motion to dismiss
michael p. moran has served as our chairman, chief executive officer and president and as a member of our board of directors since 1997. from 1996 to 1997, mr. moran was a regional vice president at coram healthcare, inc. from 1990 to 1996, mr. moran was a regional vice president for chartwell home therapies, inc. prior to 1990, mr. moran held various sales and management positions at critical care america, inc. mr. moran received a b. a. in management from assumption college .
the defendants include glenn schabel, the supervising pharmacists at moms pharmacy and allion healtcare, who allegedly accepted more than $ 274 mllion worth of black hiv medications from a web of shell companies. the firms were controlled by stephen manuel costa, a 27 - year - old florida resident, who is accused of disguising the sale of the black market medications for resale to moms patients, many of whom were on medicaid, the government health insurance program for the needy .
gross profit. our gross profit reflects net sales less the cost of goods sold. cost of goods sold is the cost of pharmaceutical products we purchase from wholesalers and the labor cost associated with nurses we provide to administer medications. the amount that we are reimbursed by government and private payors has historically increased as the price of the pharmaceuticals we purchase has increased. however, as a result of cost containment initiatives prevalent in the healthcare industry, private and government payors have reduced reimbursement rates, which may prevent us from recovering the full amount of any price increases .
our industry is highly competitive, fragmented and undergoing consolidation, with many public and private companies focusing on different products or diseases. each of our competitors provides a different mix of products and services than we do. some of our current and potential competitors include: • specialty pharmacy distributors such as, accredo health, inc. , bioscrip, inc. , curative health services, inc. , and priority healthcare corp. ; • pharmacy benefit management companies such as, medco health solutions, inc. , expressscripts, inc. and caremark, rx, inc. ; • specialty pharmacy divisions of national wholesale drug distributors; • hospital - based pharmacies; • retail pharmacies; • manufacturers that sell their products both to distributors and directly to clinics and physician offices; and • hospital - based care centers and other alternate site healthcare providers. many of our existing and potential competitors have substantially greater financial, technical marketing and distribution resources than we do. additionally, many of these companies have greater name recognition and more established relationships with hiv / aids patients. furthermore, these competitors may be able to adopt more aggressive pricing policies and offer customers more attractive terms than we can .
federal and state investigations and enforcement actions continue to focus on the healthcare industry, scrutinizing a wide range of items such as referral and billing practices, product discount arrangements, dissemination of confidential patient information, clinical drug research trials, pharmaceutical marketing programs, and gifts for patients. it is difficult to predict how any of the laws implicated in these investigations and enforcement actions may be interpreted to apply to our business. any future investigation may cause publicity, regardless of the eventual result of the investigation, or its underlying merits, that would cause potential patients to avoid us, reducing our net sales and profits and causing our stock price to decline .
the aids healthcare foundation, a los angeles - based not - for - profit provider of hiv / aids care, has acquired moms pharmacy, a melville, n. y. - based specialty pharmacy that provides medications and support services to patients with hiv / aids. financial terms of the deal were not disclosed, according to a news release. the transaction closed monday. “moms pharmacy' s strong national footprint coupled with ahf' s existing comprehensive offerings will bolster our ability to serve the communities in our core markets as well as increase our impact through new operations in key markets on the east and west coast, ” said ahf president michael weinstein .
( b) the condensed consolidated financial statements include the accounts of allion healthcare, inc. and its subsidiaries. the condensed consolidated balance sheet as of june 30, 2008, the condensed consolidated statements of income for the three and six months ended june 30, 2008 and 2007, and the condensed consolidated statements of cash flows for the six months ended june 30, 2008 and 2007 are unaudited and have been prepared by the company. the unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with article 10 of regulation s - x and the instructions to form 10 - q. accordingly, they do not include all of the information and footnotes required to be presented for complete financial statements. the accompanying financial statements reflect all adjustments (consisting only of normal recurring items) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. the accompanying condensed consolidated balance sheet at december 31, 2007 has been derived from audited financial statements included in the companys annual report on form 10 - k for the year ended december 31, 2007, as filed with the securities and exchange commission (the sec) on march 17, 2008 .
the acquisition was recorded by allocating the purchase price to the assets acquired, including intangible assets, based on their estimated fair values at the acquisition date. the excess cost over the net amounts assigned to the fair value of the assets acquired is recorded as goodwill. the results of operations from the acquisition is included in allions consolidated operating results as of the date the business was acquired. the biomed business will operate as a separate reportable segment (see note 9 operating segments). the goodwill and identifiable intangible assets recorded as a result of the biomed acquisition are not expected to be deductible for tax purposes .
laws remain open to interpretation and have not been addressed by substantive court decisions to clarify their meaning. we are unable to predict what additional federal or state legislation or regulatory initiatives may be enacted in the future relating to our business or the healthcare industry in general, or what effect any such legislation or regulation might have on us. further, we cannot provide any assurance that federal or state governments will not impose additional restrictions or adopt interpretations of existing laws that could increase our cost of compliance with such laws or reduce our ability to become profitable. if we are found to have violated any of these laws, we could be required to pay fines and penalties, which could materially adversely affect our profitability and our ability to conduct our business as currently structured .
attorney general schneiderman’s investigation also revealed that ira gross, another licensed pharmacist, brokered the sale of the illegally diverted drugs between schabel and costa. the fourth defendant, harry abolafia, created false invoices for costa’s companies—smc distributors, fidelity wholesale, optimus wholesale, and nuline pharmaceuticals—in order to make the transactions appear to be legitimate. in total, on behalf of allion, schabel purchased $ 274 million worth of black market hiv medications from costa. for their efforts, schabel, gross and abolafia were all paid a portion of costa’s profit: $ 5, 336, 465, $ 21, 165, 374 and $ 1, 429, 612, respectively .
the two lowest bidders withdrew from the bidding process. at the direction of the negotiating committee, the defendant michael p. moran (
moran
), allion' s chairman of the board, president, and chief executive officer, and fichera made presentations regarding the company' s business to the eight remaining potential buyers. additionally, raymond james notified such potential buyers of the procedures for submitting a final offer and set a deadline for final offers of may 18, 2009. during the weeks prior to may 18, 2009, all of the remaining potential buyers except h. i. g. notified raymond james of their decision to withdraw from the process .
if we are unable to successfully combine the businesses of biomed and allion in a manner that permits the combined company to achieve the growth anticipated to result from the merger, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. in addition, the integration process could result in the loss of key employees of biomed, the disruption or interruption of, or the loss of momentum in, our business, inconsistencies between each businesss standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, suppliers and employees or our ability to achieve the anticipated benefits of the merger, or could reduce earnings or otherwise adversely affect the business and financial results of the combined company.
allion healthcare ( nasdaq : alli ) is the parent company of momspharmacy based in melville , new york primarily known for providing mail order hiv medications to patients who are primarily on medicaid or the aids drug assistance program ( adap ) . among the offerings is the momspak in which the drugs are packed together in dated individual packages to make the multi-drug regimen easier . the company reported having 15,610 patients in 2007 . the company has distribution centers in new york , california , florida , new jersey , and washington . 
allion healthcare (nasdaq: alli) is the parent company of momspharmacy based in melville, new york primarily known for providing mail order hiv medications to patients who are primarily on medicaid or the aids drug assistance program (adap). among the offerings is the momspak in which the drugs are packed together in dated individual packages to make the multi-drug regimen easier. the company reported having 15,610 patients in 2007. the company has distribution centers in new york, california, florida, new jersey, and washington.
allion healthcare (nasdaq: alli) is the parent company of momspharmacy based in melville, new york primarily known for providing mail order hiv medications to patients who are primarily on medicaid or the aids drug assistance program (adap). among the offerings is the momspak in which the drugs are packed together in dated individual packages to make the multi-drug regimen easier. the company reported having 15,610 patients in 2007. the company has distribution centers in new york, california, florida, new jersey, and washington.