UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2014
MERGEWORTHRX CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35984 | 46-1970047 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3123 McDonald Street, Miami, Florida | 33133 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 785-3900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a press release issued by MergeWorthRx Corp. (the “Company”) on November 17, 2014 announcing that Charles F. Fistel, the Company’s Chief Executive Officer, and Stephen P. Griggs, Founder, Chairman and Chief Executive Officer of AeroCare Holdings, Inc. (“AeroCare”) are scheduled to present at the Oppenheimer 25th Annual Healthcare Conference on December 10, 2014 in New York City.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information About the Transaction and Where to Find It
The Company has filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus of the Company in connection with the previously announced proposed business combination between the Company and AeroCare (the “Business Combination”). This material is not a substitute for the definitive proxy statement/prospectus regarding the proposed Business Combination. The Company will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders when available. The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus (when available) in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Business Combination because the proxy statement/prospectus will contain important information about AeroCare, the Company and the Business Combination. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. Stockholders may obtain copies of the Registration Statement, which includes the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus (when available), without charge, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: MergeWorthRx Corp., 3123 McDonald Street, Miami, Florida, 33133. Attn.: Stephen B. Cichy, President, Chief Operating Officer and Secretary.
Participants in Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of proxies to the Company’s stockholders with respect to the Business Combination. A list of the names of those directors and officers and a description of their interests in the proposed Business Combination is contained in the preliminary proxy statement/prospectus regarding the Business Combination, which is included as part of the Registration Statement and will also be included in the definitive proxy statement/prospectus for the proposed Business Combination that will be mailed to stockholders of the Company. The Company’s stockholders may obtain additional information about the interests of the directors and officers of the Company in the Business Combination by reading any other materials to be filed with the SEC regarding the Business Combination when such information becomes available.
Forward Looking Statements
This Current Report on Form 8-K (including Exhibit 99.1) may include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements with respect to the timing of the Business Combination, as well as the expected performance, strategies, prospects and other aspects of the businesses of the Company, AeroCare and the combined company after completion of the Business Combination, are based on current expectations that are subject to risks and uncertainties.
A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination, (2) the outcome of any legal proceedings that may be instituted against the Company, AeroCare or others following announcement of the Business Combination and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the stockholders of the Company or other conditions to closing the Business Combination, (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transactions contemplated by the Business Combination; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that AeroCare may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in filings with the SEC by the Company.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and AeroCare undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MERGEWORTHRX CORP. | ||||
| Date: November 17, 2014 | By: | /s/ Charles F. Fistel | ||
|
Name: Charles F. Fistel Title: Chief Executive Officer, | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release |
Exhibit 99.1
MergeWorthRx Corp. and AeroCare Holdings, Inc. to Present at Oppenheimer 25th Annual Healthcare Conference December 10-11, 2014 in New York
Miami, Fla. – November 17, 2014 – MergeWorthRx Corp. (NASDAQ: MWRX), a special purpose acquisition company focused on the U.S. healthcare services market, and privately-held AeroCare Holdings, Inc. (AeroCare), a national leader in home respiratory therapy services, announced today that Steve Griggs, Founder, Chairman & CEO of AeroCare and Charles Fistel, CEO of MergeWorthRx Corp., are scheduled to present at the Oppenheimer 25th Annual Healthcare Conference in New York on Wednesday, December 10, 2014 at 1:00 p.m. EST. AeroCare and MergeWorthRx Corp. management will also be available for both days of the conference for private meetings. MergeWorthRx Corp. previously announced its proposed merger with AeroCare on October 15, 2014 (see link below).
A live audio-only webcast of the presentation and related presentation materials will be available on AeroCare’s website at http://www.aerocareusa.com/ and in the investor relations section of MergeWorthRx Corp.’s website at http://www.mergeworthrx.com/ir/. The archived webcast and presentation materials will also be available on both websites.
Information regarding the proposed MWRX/AeroCare merger:
Press Release: MergeWorthRx and AeroCare Announce Definitive Agreement to Merge
S-4
Investor Presentation
About AeroCare
AeroCare Holdings Inc., together with its subsidiaries, is one of the nation’s leading providers of oxygen, respiratory, sleep and other chronic therapy services to patients in the home. The Company’s patients typically suffer from chronic obstructive pulmonary disease (“COPD”), such as emphysema, chronic bronchitis or asthma, and require supplemental oxygen, respiratory and other chronic therapy services in order to alleviate the symptoms and discomfort of respiratory dysfunction. The Company also provides sleep apnea devices, including CPAP/bi-level devices to individuals suffering from obstructive sleep apnea (“OSA”). Based in Orlando, Fla., AeroCare serves more than 150,000 patients and, in 2013, generated annual revenue of approximately $156 million1 through a network of 176 locations across 20 U.S. states.
1Pro Forma – includes annualized contribution from acquisitions made in any year as if all occurred effective January 1 of such year.
About MergeWorthRx
MergeWorthRx Corp. is a special purpose acquisition company formed on January 22, 2013, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses, with specific investment focus on the U.S. healthcare industry. MergeWorthRx raised approximately $63.5 million in its IPO in July 2013 and anticipates consummating its merger with AeroCare in an all-stock transaction by the end of the fourth quarter of 2014.
Exhibit 99.1
Additional Information about the Transaction and Where to Find It
MergeWorthRx has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus of MergeWorthRx in connection with the proposed merger with AeroCare. MergeWorthRx will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. MergeWorthRx stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus, and amendments thereto, and definitive proxy statement/prospectus (when available) in connection with MergeWorthRx solicitation of proxies for the special meeting to be held to approve the transaction because the proxy statement/prospectus will contain important information about AeroCare, MergeWorthRx, and the proposed transaction. The definitive proxy statement/prospectus will be mailed to stockholders of MergeWorthRx as of a record date to be established for voting on the transaction. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, at the SEC's Internet site at http://www.sec.gov or by directing a request to: MergeWorthRx Corp., 3123 McDonald Street, Miami, Florida, 33133, tel. (305) 785-3900, Attention: Stephen B. Cichy.
Participants in the Solicitation
MergeWorthRx and its directors and officers may be deemed participants in the solicitation of proxies to the MergeWorthRx’s stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in MergeWorthRx is contained in MergeWorthRx’s Registration Statement on Form S-4 that was filed with the SEC on October 31, 2014 and will be included in the definitive proxy statement/prospectus for the proposed transaction when available.
Contacts
Investor Relations:
Peter Vozzo / Asher Dewhurst
Westwicke Partners
443-213-0500
AeroCare@westwicke.com