DFB Healthcare Acquisitions Corp. and AdaptHealth Holdings LLC Announce Amendments to Merger and Subscription Agreements
DFB Healthcare Acquisitions Corp. ("DFB") (NASDAQ: DFBH, DFBHU, DFBHW), a special purpose acquisition company sponsored by Deerfield Management (“Deerfield”) and Richard Barasch, has announced an update on its proposed business combination with AdaptHealth Holdings, LLC (“Adapt” or the “Company”).
Adapt and DFB have amended the merger agreement to eliminate the condition requiring DFB to have a minimum amount of available cash on hand to close the transaction, thus providing additional certainty of execution. The closing of the transaction is now subject only to customary closing conditions.
Concurrent with this amendment, Deerfield and an affiliate of the sponsor have agreed to provide up to $125 million to the Company at the closing of the transaction in a private placement of common stock, a $25 million increase to the up to $100 million Deerfield originally agreed to purchase, depending on the exercise of redemption rights by the holders of DFB’s public shares.
As previously announced, the parties have established a record date of October 15, 2019 for the special meeting of shareholders (the “Special Meeting”) to approve the proposed business combination. Additional information, including the date of the Special Meeting and the definitive proxy materials, will be made available as soon as practicable.
Important Information and Where to Find It
In connection with the proposed transaction, DFB filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) relating to the transaction on August 19, 2019. DFB subsequently filed Amendment No. 1 and Amendment No. 2 to the preliminary proxy statement with the SEC on September 24, 2019 and Amendment No. 3 to the preliminary proxy statement with the SEC on October 15, 2019. Stockholders of DFB and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with DFB’s solicitation of proxies for the special meeting to be held to approve the transaction because these proxy statements will contain important information about DFB, Adapt, and the transaction. The definitive proxy statement will be mailed to shareholders of DFB as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain a copy of the proxy statement, without charge, by directing a request to: DFB Healthcare Acquisitions Corp., 780 Third Avenue, New York, NY 10017. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).