Oct 19 2010
ResCare, Inc. (Nasdaq:RSCR) ("ResCare") announced today that the 40-day "go shop" period under the share exchange agreement between ResCare and an entity sponsored by Onex Partners III, L.P. ("Onex"), an affiliate of Onex Corporation (TSX:ONX), has expired.
On October 18, 2010, the Special Committee of ResCare's Board of Directors was notified by the party identified as "Company A" in ResCare's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") dated October 7, 2010, that Company A has no plans at this time to submit a proposal to acquire ResCare. In addition, the Special Committee has determined, pursuant to the share exchange agreement with Onex, that the "go shop" period did not give rise to any "Excluded Parties," the term used in the agreement to describe third parties that, as of the end of the "go shop" period, met specified criteria to permit ResCare to continue to engage in negotiations with and provide due diligence access to such parties. The restrictions and exemptions relating to ResCare's conduct in response to any third party acquisition proposals submitted after the "go shop" period are detailed in the Schedule 14D-9.
The share exchange agreement permitted ResCare to solicit acquisition proposals from third parties during a 40-day "go shop" period that expired on October 16, 2010. Following expiration, ResCare no longer may solicit acquisition proposals from third parties. Under a "fiduciary out" provision, ResCare may furnish information and discuss and negotiate any unsolicited acquisition proposals that the Special Committee determines to be bona fide and that constitute or is reasonably likely to result in a "superior proposal," subject to certain conditions and notice to Onex. There can be no assurance that ResCare will receive any unsolicited acquisition proposals from third parties.
Source: ResCare, Inc.