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BioScrip, Option Care Enterprises to merge in all-stock deal

Healthcare service providers BioScrip Inc. and Option Care Enterprises Inc. agreed to merge.

The companies said the deal will create an independent provider of home and alternate site infusion services that is poised to grow in the U.S. healthcare market. The combined company is expected to cover about 96% of the U.S. population, with facilities in 46 states.

Denver-based BioScrip is a provider of infusion and home care management solutions in the U.S. Option Care is a provider of home and alternate treatment site infusion services for acute and chronic patients in the U.S.

Among Option Care's products are Cuvitru for treating primary immunodeficiency and Nuzyra, intended to treat adults with acute bacterial skin and skin structure infections and community-acquired bacterial pneumonia.

Under the deal, BioScrip will issue new shares to Option Care's shareholder, which is owned by investment funds affiliated with Chicago-based private equity firm Madison Dearborn Partners LLC and retail pharmacy chain Walgreens Boots Alliance Inc., in an all-stock transaction.

Upon deal completion, Madison Dearborn and Walgreens will own about 80% of the combined company, which will be publicly traded, with the remainder to be owned by BioScrip shareholders. The merged entity's common stock will continue to list on the Nasdaq Global Market.

Option Care CEO John Rademacher and Option Care CFO Mike Shapiro will lead the combined company. BioScrip President and CEO Daniel Greenleaf will serve as a special adviser to the merged company's board.

The transaction is expected to be complete in the second half, subject to closing conditions, including regulatory and shareholder approvals. Both companies' boards have signed off on the deal.

Jefferies LLC and Moelis & Co. LLC are joint financial advisers to BioScrip, while Gibson Dunn & Crutcher LLP is legal adviser. Goldman Sachs & Co. LLC and BofA Merrill Lynch act as financial advisers and Kirkland & Ellis LLP is legal adviser to Option Care.

Shares of BioScrip were up 34.38% to $4.69 as of 8:45 a.m. ET in premarket trading March 15.