Aug 16 2010
ResCare, Inc. (Nasdaq:RSCR) announced today that it has received a proposal from Onex Corporation ("Onex") to acquire all of the outstanding shares of common stock of ResCare not owned by affiliates of Onex for $12.60 per share. The written proposal, which includes several terms and conditions, is attached to this release.
Affiliates of Onex, the Toronto-based investment firm, currently hold common stock and preferred stock of ResCare representing 24.9% of the voting power of ResCare stock. The preferred stock held by Onex votes on an as-converted basis with common stock. Onex acquired its position in ResCare in 2004.
The board of directors of ResCare has formed a special committee of independent directors to evaluate the offer with the committee's independent financial and legal advisors. The members of the committee are;
- Ronald G. Geary, current Chairman of the Board and ResCare CEO until 2006;
- James H. Bloem, Chief Financial Officer of Humana, Inc.;
- Olivia F. Kirtley, ResCare audit committee chair; and
- Steven S. Reed, former U.S. attorney and former Chair of the Board of Trustees of the University of Kentucky.
The special committee has engaged Goldman Sachs & Co. to serve as its financial advisor and Frost Brown Todd LLC as its legal counsel.
The board of directors cautions ResCare's shareholders that no decisions have been made by the board with respect to a response to the proposal. There can be no assurance that any agreement will be executed or that this or any other transaction will be approved or consummated. Pending completion of the evaluation of the proposal by the special committee and the board of directors, neither ResCare nor the special committee will have any further comment with respect to the proposal.
SOURCE ResCare, Inc.