Exhibit 99.1
This filing relates to a planned merger between MIM Corporation ("MIM") and
Chronimed Inc. ("Chronimed"), pursuant to the terms of an Agreement and Plan of
Merger, dated as of August 9, 2004 (the "Merger Agreement"), by and among MIM,
Corvette Acquisition Corp. (a wholly owned subsidiary of MIM) and Chronimed. The
Merger Agreement is on file with the U.S. Securities and Exchange Commission
("SEC") as an exhibit to the Current Report on Form 8-K, filed by Xxxxxxxxx on
August 9, 2004 and is incorporated by reference into this filing.
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CHRONIMED INC. ANNOUNCES LITIGATION BROUGHT RELATING TO ITS MERGER WITH MIM
CORPORATION
MINNETONKA, MN--August 26, 2004--Chronimed Inc. (Nasdaq: CHMD) announced today
that a complaint has been filed in Hennepin County District Court in
Minneapolis, Minnesota against Xxxxxxxxx and Xxxxxxxxx's Board of Directors. The
complaint relates to the pending merger between Chronimed and MIM Corporation
(Nasdaq: XXXX). Under the terms of the merger agreement between the parties
dated August 9, 2004, Xxxxxxxxx and MIM would combine under the name
"BioScrip(R)" and Xxxxxxxxx's shareholders would receive 1.025 shares of MIM
common stock in exchange for each share of Chronimed common stock.
The plaintiff seeks to have the court certify his individual action as a class
action on behalf of a class of Chronimed shareholders. The plaintiff requests
that the court enjoin the merger and award the plaintiff costs and disbursements
of the action, including attorney's and expert's fees.
"The complaint contains many inaccuracies about the merger, and it is without
merit," said Xxxxx Xxxxxxxxxxx, Xxxxxxxxx's Chairman, Chief Executive Officer
and President. "We intend to vigorously defend against it and plan to continue
moving forward with the merger."
ABOUT CHRONIMED
Chronimed Inc. is a specialty pharmacy that distributes prescription drugs and
provides specialized therapy management services for people with certain
conditions, including HIV/AIDS, organ transplants, and diseases treated with
biotech injectable medications. Chronimed works with patients, physicians and
other health care providers, pharmaceutical manufacturers, health plans and
insurers, and government agencies to improve clinical and economic outcomes.
Xxxxxxxxx's web site address is xxx.xxxxxxxxx.xxx.
FORWARD LOOKING STATEMENTS
This press release may contain statements that constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the intent, belief or current expectations
of Xxxxxxxxx and its directors and officers with respect to the litigation.
Investors are cautioned that any such forward looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward looking
statements as a result of various factors. Important factors that could cause
such differences are described in the periodic filings by Xxxxxxxxx with the
Securities and Exchange Commission ("SEC").
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release may be deemed to be solicitation material in respect of the
merger of MIM and Chronimed. In connection with the proposed transaction, a
registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF
CHRONIMED ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/
PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy
statement/prospectus will be mailed to shareholders of Xxxxxxxxx. Investors and
security holders will be able to obtain the documents free of charge at the
SEC's web site, xxx.xxx.xxx or from Chronimed Investor Relations at 00000 Xxx
Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000.
PARTICIPANTS IN SOLICITATION
Xxxxxxxxx and its and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies in
respect of merger. Information concerning Xxxxxxxxx's participants is set forth
in the proxy statement, dated October 7, 2003, for Xxxxxxxxx's 2003 annual
meeting of shareholders as filed with the SEC on Schedule 14A. Additional
information regarding the interests of participants of Xxxxxxxxx in the
solicitation of proxies in respect of the merger will be included in the
registration statement and joint proxy statement/prospectus to be filed with the
SEC.
CONTACTS:
Xxxx Xxxxxxxxxx
Investor Relations
Chronimed Inc.
000-000-0000
Email: xxxxxxxxxxx@xxxxxxxxx.xxx
