H.I.G. Capital to acquire Allion Healthcare

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.

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.

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.”

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.