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Anchor Capital Calls on BioScrip Board to Pursue Cost Reductions While Exploring Strategic Sale to Unlock Shareholder Value
Date:4/27/2009

and operating efficiency improvement initiatives,
  • Concurrently establish an independent committee of Board members to explore a full range of strategic alternatives to unlock the considerable existing shareholder value, focusing on a sale to a strategic acquirer which we believe would maximize shareholder value, and
  • Hire an investment bank to assist the Board in evaluating all strategic options and pursuing those that would generate the highest shareholder value.

  • Interestingly, upon review of BIOS's 2009 proxy statement, it appears that adjustments have been made to remove barriers to a sale of the Company. Specifically, the aggregate cash payment to the five named officers in the event of a change of control has declined by 55% to $5.3 million from $11.9 million noted in the 2008 proxy, which concession seems to be in exchange for increased equity stakes in the business granted to the management and Board during 2008. Management stock and options awards as a percentage of total compensation increased to 47% in 2008 (at extremely low per share grant values, yielding lots of shares) from 36% in 2007 (at materially higher per share grant values, yielding fewer shares), and Board compensation more than doubled (up 160%) due solely to significant stock and options awards that comprised 49% of total directors' 2008 compensation, up from 0% in 2007 and 5% in 2006. While we are pleased to see that the Company seems to be lowering the barriers to a transaction, we believe it is imperative that no time is wasted in effecting the measures we have suggested to aggressively explore all options available while there is considerable strategic interest in consolidation, as indicated by the Express Scripts acquisition of NextRx.

    We believe the opportunity to improve shareholder value is substantial through a sale to a strategic acquirer. However, we believe time is of the ess
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    SOURCE Anchor Capital
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