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"), as amended on
January 3, 2005 (the "Amendment"), by and among MIM, Xxxxxxxxx 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. The Amendment to the Merger
Agreement is on file with the SEC as an exhibit to this Report.
********
[CHRONIMED STATSCRIPT PHARMACY LOGO] [MIM CORPORATION LOGO]
NEWS RELEASE
MIM AND CHRONIMED MODIFY MERGER AGREEMENT, EXTEND TERMINATION DATE
MERGER EXPECTED TO BE COMPLETED NO LATER THAN APRIL 30, 2005
ELMSFORD, NY AND MINNEAPOLIS, MN - JANUARY 4, 2005 - MIM Corporation (Nasdaq:
XXXX) and Chronimed Inc. (Nasdaq: CHMD) today announced that the parties agreed
to an amendment to the original merger agreement dated August 9, 2004. The
combined company, which will be named BioScrip Inc., will be one of the largest
specialty pharmacies in the country.
AMENDMENT TO MERGER AGREEMENT
The amendment to the merger agreement extends the termination date to April 30,
2005, increases the share exchange ratio from 1.025 to 1.12, adds a board member
selected from the MIM board, and names key executives. In addition, the
amendment designates Minneapolis, Minnesota as BioScrip's business headquarters
while keeping Elmsford, New York as its corporate headquarters.
The companies agreed to a new share exchange ratio, which upon consummation of
the merger, will result in each Chronimed shareholder receiving 1.12 MIM shares
for each Chronimed share then held. Immediately following the merger, Chronimed
shareholders will own approximately 40% of BioScrip and MIM shareholders will
own approximately 60%. The transaction continues to be structured as a tax-free
reorganization for both companies and their respective shareholders. As
previously disclosed, upon completion of the merger, BioScrip's shares will be
traded on the Nasdaq National Market(R) under the ticker symbol BIOS.
The companies also named Xxxxxxxxx X. Xxxxxxx, a current MIM board member, as
BioScrip's tenth board member. The companies have now designated all ten
directors, as follows: Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxxxxx, Xxxxxxx X.
Xxxxxxx, Xx. Xxxxxxx, Xxxxx X. XxXxxxx, Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx,
Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx.
The companies named Xxxxxxx X. Xxxxx, Xxxxxxxxx's current Chief Financial
Officer, as Chief Financial Officer of BioScrip, Xxxxx X. Xxxxxx as Executive
Vice President, Secretary and General Counsel of BioScrip, and each of Xxxxxx
Xxxxxxx, Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxx, as Executive Vice President of
BioScrip.
The amendment to the merger agreement is being filed today with the SEC. The
companies will file an amendment to the joint proxy statement/prospectus on Form
S-4 in the near future.
SYNERGIES AND FINANCIAL GUIDANCE
MIM and Xxxxxxxxx expect to achieve approximately $10 million annually in
combined cost saving synergies, before merger-related costs. The companies
expect to achieve this annual rate of synergies within the first twelve months
after the closing. The companies also expect that the first twelve months of
BioScrip operations will generate approximately $1.2 billion in revenue and $35
million in EBITDA, before merger-related charges. The companies do not expect
BioScrip to achieve this same level of EBITDA in calendar 2005 due to the
anticipated timing of the merger.
Xx. Xxxxxxxx and Xx. Xxxxxxxxxxx commented: "Our strategy remains sound and both
management teams continue to be excited by the prospects for the combined
company. We will leverage the increased scale of BioScrip to deliver on growth
opportunities in today's competitive marketplace."
ABOUT MIM
MIM Corporation (xxx.xxxxxxxxxxxxxx.xxx) is a pharmaceutical healthcare
organization delivering innovative pharmacy benefit and healthcare solutions
that provide results beyond expectations. MIM excels by harnessing its clinical
expertise, sophisticated data management and therapeutic fulfillment capability,
and combining it with its dedicated, responsive team of professionals that
understands its partners' needs. The result is cost-effective solutions
enhancing the quality of patient life.
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 MIM and Xxxxxxxxx and their respective directors and officers with respect to
the future operating performance and ability to derive cost reductions,
operating efficiencies and synergies. 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,
including the results of the pending litigation against Xxxxxxxxx, its board of
directors and MIM seeking to enjoin the transaction. Important factors that
could cause such differences are described in the periodic filings by MIM and
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 was filed with the SEC on September 17, 2004,
as amended on November 1, 2004 and November 8, 2004. SHAREHOLDERS OF MIM AND
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 MIM and shareholders of
Chronimed. Investors and security holders will be able to obtain the documents
free of charge at the SEC's web site, xxx.xxx.xxx, from MIM Investor Relations
at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, or from Chronimed Investor Relations
at 00000 Xxx Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000.
PARTICIPANTS IN SOLICITATION
MIM, Xxxxxxxxx and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of a merger. Information concerning MIM's
participants is set forth in the proxy statement, dated April 23, 2004, for
MIM's 2004 annual meeting of shareholders as filed with the SEC on Schedule 14A.
Information concerning Xxxxxxxxx's participants is set forth in Part III of
Xxxxxxxxx's Annual Report on Form 10-K for the fiscal year ended July 2, 2004,
as filed with the SEC. Additional information regarding the interests of
participants of MIM and 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
XXX
Xxxxx X. Xxxxxx Xxxxxx Xxxxxx
Executive Vice President Investor Relations
MIM Corporation The Xxxx XxXxxxx Co.
000-000-0000 000-000-0000 x000
Email: xxxxxxx@xxxxxxxxxxxxxx.xxx Email: xxxxxxx@xxxxxxxxxxx.xxx
CHRONIMED
Xxxx Xxxxxxxxxx
Investor Relations
Chronimed Inc.
000-000-0000
Email: xxxxxxxx@xxxxxxxxx.xxx
