on the Restructuring until January 30, 2008, more than two months
after disclosing this to the Board.
-- We note that VistaCare failed to hold a conference call to discuss
the Acquisition or to discuss the December Quarter results.
-- We note that if the merger is consummated and management is not
retained, VistaCare's CEO will receive severance payments of
approximately $1.73 million, three times his then current salary,
plus benefits for three years, upon termination after a change of
control, in spite of the fact that, up to this point, the Company's
profitability severely lags relative to its peers.
As this is a strategic acquisition, we anticipate Odyssey will seek to achieve cost savings by reducing redundant management. So who stands to gain the most if Odyssey acquires VistaCare -- VistaCare's stockholders or its management who will be handsomely rewarded if terminated?
We believe that VistaCare would be significantly more valuable as a standalone company with new management more capable of effectuating a timely turnaround. Consequently, we strongly urge stockholders not to tender their shares to Odyssey and to exercise their appraisal rights in accordance with Section 262 of the Delaware General Corporation Law should the tender offer and subsequent merger be consummated.
Sincerely,
Gabe Hoffman Nicole Viglucci
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