LTTR signs letter of intent to buy Community Care Services

An HHBR Staff Report

If Community Care Services (CCSE; Mount Vernon, NY) shareholders approve, the company will merge with LTTR Home Care (New York), a privately held home care provider.

CCSE has executed a non-binding letter of intent with LTTR under which LTTR, or one of its affiliates, will acquire the company by way of merger. Under the terms of the letter of intent, each CCSE shareholder will receive $1.20 per share in cash from LTTR.

CCSE officials said the completion of the transaction is subject to the negotiation of definitive agreements, as well as the approval of its shareholders. CCSE intends to solicit shareholder approval for the acquisition as soon as is practicable and said it expects to close the transaction by the end of 2Q99.

CCSE said it has formed a committee of independent directors to consider the company’s proposed merger. The new committee is comprised of Dean Sloane, former chairman of CCSE, who remains a member of the board, and Gary Spirgel and Louis Rocco, both newly appointed directors. CCSE said late last week that it elected Alan Landauer to succeed Sloane as chairman. The company’s shareholders also elected a third director, Thomas Blum.

In connection with the letter of intent, CCSE has granted LTTR the right to negotiate for the acquisition of the company through at least May 13. In addition, CCSE will be required to pay a break-up fee if it fails to complete the transaction for any reason other than failure to obtain shareholder approval, officials said. Pinnacle Partners (Miami) is acting as financial advisor to CCSE.

CCSE also announced its proposed one-for-three reverse stock split has been rejected by its shareholders.