National Home Health Care Corp. Receives NASDAQ Notice Regarding Delay in Holding Annual Shareholders Meeting
07 August 2007 - 8:18PM
Business Wire
National Home Health Care Corp. (NASDAQ National Market:NHHC), a
provider of home health care and staffing services in the
Northeast, today reported that on August 2, 2007, it received a
NASDAQ staff determination indicating that, because NHHC did not
comply with Marketplace Rules 4350(e) and 4350(g), which rules
require that it hold an annual shareholders meeting prior to July
31, 2007 for the fiscal year ended July 31, 2006, distribute a
proxy statement and solicit proxies for that meeting, NHHC�s
securities are subject to delisting from The NASDAQ National Market
at the opening of business on August 13, 2007. NHHC intends to
request a hearing before a NASDAQ Listing Qualifications Panel to
review the Staff�s determination, which request will, in accordance
with NASDAQ rules, stay the delisting of NHHC�s securities until
the panel renders its decision and NHHC�s securities will continue
to be traded on the NASDAQ National Market in the interim. There
can be no assurance that the NASDAQ hearing panel will grant NHHC�s
request for continued listing. NHHC did not hold an annual
shareholders meeting prior to July 31, 3007 because it anticipated
that the merger contemplated by the previously announced Agreement
and Plan of Merger dated November 28, 2006 between NHHC and
affiliates of Angelo Gordon & Co. would, subject to the
satisfaction of certain closing conditions, occur prior to July 31,
2007. The merger transaction was delayed in part, however, due to
NHHC�s previously announced efforts to pursue certain potentially
superior transactions offered by Premier Home Health Care Services,
Inc. and amendments to the transaction with affiliates of Angelo
Gordon & Co. to enhance that transaction for the benefit of
stockholders of NHHC. On June 18, 2007, NHHC issued a press release
announcing that, among other things, its stockholders approved and
adopted an amended merger agreement dated as of June 4, 2007 with
affiliates of Angelo Gordon & Co. and that the merger
transactions contemplated thereby are anticipated to occur no later
than September 10, 2007, subject to, among other things, the
satisfaction of certain closing conditions described therein,
principally New York State Department of Health approval. If the
merger with affiliates of Angelo Gordon & Co. does not occur,
and NHHC has no reason to believe it will not, NHHC plans to hold
its annual meeting of shareholders as promptly as practicable
following such determination. Under the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, certain
statements contained in this press release regarding NHHC and/or
NHHC management�s intentions, hopes, beliefs, expectations or
predictions of the future are forward-looking statements. These
forward-looking statements are not historical facts and are only
estimates or predictions. Actual results may differ materially from
those projected as a result of risks and uncertainties detailed
from time to time in NHHC�s filings with the U.S. Securities and
Exchange Commission. NHHC does not intend, or undertake any
obligation, to update publicly any forward-looking statements,
whether as a result of future events, new information, or
otherwise.
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