ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 31, 2008, MBF Healthcare Acquisition Corp. ("MBH"), Critical Homecare
Solutions Holdings, Inc. ("CHS") and Kohlberg Investors V, L.P. (the "Seller's
Representative") entered into Amendment No. 3 (the "Amendment") to the Stock
Purchase Agreement, dated February 6, 2008 (the "Stock Purchase Agreement"), by
and among MBF, CHS and the Sellers' Representative and the other stockholders of
CHS (each, together with the Sellers' Representative, a "Seller" and
collectively the "Sellers").
Pursuant to the Amendment, MBH, CHS and the Sellers have agreed to set the
termination date of the Stock Purchase Agreement as August 29, 2008, subject to
the parties' ability to secure a new committed credit facility on or before
August 29, 2008, and MBH's ability to acquire at least 16,171,875 warrants from
certain MBH warrant holders in privately negotiated transactions and
subsequently retire such warrants. If both of these conditions are met, the
termination date will be extended to September 30, 2008.
The foregoing description is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 2.1 hereto and incorporated herein by this
reference.
ITEM 8.01. Other Events
During July 2008, MBH presented to certain investors the slideshow
presentation attached as Exhibit 99.1 to this report in connection with proposed
modifications to the terms of the Stock Purchase Agreement. In connection
therewith, each such investor executed a non-disclosure agreement relating to
the information provided in the presentation.
On August 1, 2008, MBH issued a press release announcing that its financing
commitment letter with Jefferies Finance LLC, dated February 6, 2008, included
as Annex G to MBH's preliminary proxy statement, as amended, expired pursuant to
its terms on July 31, 2008. MBH will seek alternative sources of financing in
connection with the transactions contemplated by the Stock Purchase Agreement. A
copy of the press release is attached as Exhibit 99.2 to this report.
Additional Information and Where to Find It.
On June 3, 2008, MBH filed an amended preliminary proxy statement concerning
the proposed transaction, which is subject to review by the Securities and
Exchange Commission (SEC). MBH stockholders and other interested persons are
urged to read the proxy statement and other relevant materials when they become
available as they will contain important information about MBH, CHS and the
proposed transaction. Such persons can also read MBH's final prospectus dated
April 17, 2007, for a description of the security holdings of the MBH officers
and directors and their respective interests in the successful consummation of
the proposed transaction. The definitive proxy statement will be mailed to
stockholders as of a record date to be established for voting on the proposed
transaction. MBH stockholders will be able to obtain a free copy of the
definitive proxy statement through the SEC's internet website
(http://www.sec.gov). Copies of the proxy statement can also be obtained,
without charge, by directing a request to MBF Healthcare Acquisition Corp., 121
Alhambra Plaza, Suite 1100, Coral Gables, FL 33134.
Participants in Solicitation.
MBH and its directors and executive officers and CHS and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the holders of MBH stock in respect of the proposed transaction.
Investors may obtain additional information regarding the interest of such
participants by reading the definitive proxy statement relating to the proposed
transaction and MBH's Annual Report on Form 10-K for its fiscal year ended
December 31, 2007 when they become available.
Forward Looking Statements
Any statements contained in this press release that do not describe
historical facts may constitute forward-looking statements as that term is
defined by the United States Private Securities Litigation Reform Act of 1995.
Any such forward-looking statements contained herein are based on current
expectations, but are subject to a number of risks and uncertainties that may
cause actual results to differ materially from expectations such as material
adverse events affecting MBH and CHS, their ability to complete a business
combination and those other risks and uncertainties detailed in their filings
with the SEC. MBH and CHS caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. MBH and CHS do
not undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect any change in
their expectations or any change in events, conditions or circumstances on which
any such statement is based.
ITEM 9.01. Financial Statements and Exhibits
d) Exhibits
Exhibit No. Description
2.1 Amendment No 3. to the Stock Purchase Agreement
99.1 Investor Presentation
99.2 Press Release
|