SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Allion Healthcare, Inc.

(Name of Issuer)

Allion Healthcare, Inc.
Brickell Bay Acquisition Corp.
Brickell Bay Merger Corp.
H.I.G. Capital, L.L.C.
H.I.G. Healthcare, LLC
H.I.G. Bayside Debt & LBO Fund II, L.P.
H.I.G. Bayside Advisors II, LLC
H.I.G.-GPII, Inc.
Sami W. Mnaymneh
Anthony A. Tamer
Parallex LLC
Raymond A. Mirra, Jr.

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

19615103

(CUSIP Number of Class of Securities)

	Brickell Bay Acquisition Corp.
	Brickell Bay Merger Corp.
	H.I.G. Capital, L.L.C.
	H.I.G. Healthcare, LLC
	H.I.G. Bayside Debt & LBO Fund II, L.P.
	H.I.G. Bayside Advisors II, LLC
	H.I.G.-GPII, Inc.
	Sami W. Mnaymneh
Allion Healthcare, Inc.	Anthony A. Tamer
1660 Walt Whitman Road	1001 Brickell Bay Drive	Parallex LLC
Suite 105	27th Floor	27181 Barefoot Boulevard
Melville, New York 11747	Miami, Florida 33131	Millsboro, Delaware 19966	Raymond A. Mirra, Jr.
Attn: Michael P. Moran	Attn: Brian Schwartz	Attn: Raymond Mirra, Jr.	4 Hook Road
Tel. No.: (631) 547-6520	(305) 379-2322	(610) 586-1655	Sharon Hill, Pennsylvania 19079
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)

copies to:

Alston & Bird LLP
One Atlantic Center	Kirkland & Ellis LLP	Fox Rothschild LLP
1201 West Peachtree Street	300 North LaSalle	2000 Market Street
Atlanta, Georgia 30309	Chicago, Illinois 60654	10th Floor
Attention: Steven L. Pottle, Esq.	Attention: James S. Rowe, Esq.	Philadelphia, PA
Justin R. Howard, Esq.	Michael H. Weed, Esq.	Attn: Bradley S. Rodos, Esq.
(404) 881-7000	(312) 862-2000	(215) 299-2180

This statement is filed in connection with (check the appropriate box):

þ	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
o	b.	The filing of a registration statement under the Securities Act of 1933.
o	c.	A tender offer.
o	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation(1)	Amount of Filing Fee(2)
$161,260,374.29	$8,998.32

(1)	For purposes of calculating the filing fee only, the transaction value was determined by adding (a) the product of 20,787,548.46 shares of common stock proposed to be acquired in the merger multiplied by the merger consideration of $6.60 per share, plus (b) $1,171,812.50, the amount expected to be paid to holders of outstanding stock options to purchase shares of common stock with an exercise price of less than the merger consideration of $6.60 per share, plus (c) $2,132,354.95, the amount expected to be paid to holders of outstanding warrants to purchase shares of common stock with an exercise price of less than the merger consideration of $6.60 per share, plus (d) $14,520,000.00, the amount expected to be paid to holders of phantom shares, plus (e) certain other related payments estimated to equal $6,238,387.00.
(2)	The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, equals .00005580 multiplied by the total Transaction Valuation.
þ	Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $8,998.32

Form or Registration No.: Schedule 14A — Preliminary Proxy Statement

Filing Party: Allion Healthcare, Inc.

Date Filed: October 30, 2009

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Person.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 7. Purposes, Alternatives, Reasons and Effects.
	Item 8. Fairness of the Transaction.
	Item 9. Reports, Opinions, Appraisals and Negotiations.
	Item 10. Source and Amounts of Funds or Other Consideration.
	Item 11. Interest in Securities of the Subject Company.
	Item 12. The Solicitation or Recommendation.
	Item 13. Financial Statements.
	Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
	Item 15. Additional Information.
	Item 16. Exhibits.
SIGNATURES
EX-99.(C)(3)

INTRODUCTION

     This Amendment No. 1 to Rule 13e-3 transaction statement on Schedule 13E-3 is being filed with the Securities and Exchange Commission (the “Commission”) jointly by the following persons (collectively, the “filing persons”): Allion Healthcare, Inc., a Delaware corporation (“Allion”); Brickell Bay Acquisition Corp., a Delaware corporation (“Parent”); Brickell Bay Merger Corp., a Delaware corporation (“Merger Sub”); H.I.G. Capital, L.L.C., a Delaware limited liability company; H.I.G. Healthcare, LLC, a Cayman Islands limited company; H.I.G. Bayside Debt & LBO Fund II, L.P., a Delaware limited partnership; H.I.G. Bayside Advisors II, LLC, a Delaware limited liability company; H.I.G.-GPII, Inc., a Delaware corporation; Sami W. Mnaymneh; Anthony A. Tamer; Parallex LLC, a Delaware limited liability company (“Parallex”); and Raymond A. Mirra, Jr.

     On October 18, 2009, Parent, Merger Sub and Allion entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into Allion, and Allion will continue as the surviving corporation (the “Merger”). As a result of the Merger, Allion will be wholly owned by Parent. Under the terms of the Merger Agreement, each share of Allion common stock, par value $0.001 per share, outstanding at the effective time of the Merger (other than shares owned by Parent, Merger Sub, Allion and their respective subsidiaries and holders who have perfected and not withdrawn a demand for appraisal rights) will be cancelled and converted into the right to receive $6.60 in cash, without interest. In connection with the Merger, Parallex and certain other stockholders of Allion are expected to exchange a portion of the shares of Allion common stock held by such stockholders for equity interests in Parent. The Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including adoption and approval of the Merger Agreement by a majority of the outstanding shares of Allion common stock entitled to vote on the Merger Agreement.

     Concurrently with the filing of this Amendment No. 1 to Schedule 13E-3, Allion is filing with the Commission a revised preliminary proxy statement on Schedule 14A pursuant to Section 14(a) of the Exchange Act of 1934 (the “Proxy Statement”) relating to a special meeting of stockholders of Allion. At the meeting, stockholders of Allion will consider and vote upon a proposal to adopt and approve the Merger Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached hereto as Exhibit (d)(1).

     Pursuant to General Instruction G of Schedule 13E-3, this Amendment No. 1 to Schedule 13E-3 incorporates by reference the information contained in the Proxy Statement in answer to the items of Schedule 13E-3. The information set forth in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference, and the responses to each item in this Amendment No. 1 to Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement, including all appendices thereto.

     The information contained in this Amendment No. 1 to Schedule 13E-3 and the Proxy Statement concerning Allion was supplied by Allion, and none of the other filing persons takes responsibility for the accuracy of such information. Similarly, the information contained in this Amendment No. 1 to Schedule 13E-3 and the Proxy Statement concerning each filing person other than Allion was supplied by each such filing person, and no other filing person takes responsibility for the accuracy of any information not supplied by such filing person.

Item 1. Summary Term Sheet.

Item 1001 of Regulation M-A:

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

Item 2. Subject Company Information.

Item 1002 of Regulation M-A:

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(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Parties Involved in the Merger”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“THE SPECIAL MEETING—Record Date, Outstanding Voting Securities, Voting Rights and Quorum”
“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”
“MARKET PRICE AND DIVIDEND INFORMATION”

	The exact title of each class of the subject equity securities is “Allion Healthcare, Inc. common stock, par value $0.001 per share.”
(c)	Trading Market and Price. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“MARKET PRICE AND DIVIDEND INFORMATION”

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“MARKET PRICE AND DIVIDEND INFORMATION”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“PRIOR PUBLIC OFFERINGS AND STOCK PURCHASES”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“PRIOR PUBLIC OFFERINGS AND STOCK PURCHASES”

Item 3. Identity and Background of Filing Person.

Item 1003 of Regulation M-A:

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Parties Involved in the Merger”
“DIRECTORS AND EXECUTIVE OFFICERS OF ALLION, THE H.I.G. BUYING GROUP AND THE PARALLEX GROUP”

Allion is the subject company.

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(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Parties Involved in the Merger”
“DIRECTORS AND EXECUTIVE OFFICERS OF ALLION, THE H.I.G. BUYING GROUP AND THE PARALLEX GROUP”

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“DIRECTORS AND EXECUTIVE OFFICERS OF ALLION, THE H.I.G. BUYING GROUP AND THE PARALLEX GROUP”

Item 4. Terms of the Transaction.

Item 1004 of Regulation M-A:

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS”
“THE SPECIAL MEETING”
“THE MERGER AND THE MERGER AGREEMENT”
“APPRAISAL RIGHTS”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX C—Voting Agreement”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Rollover Agreements”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AND THE MERGER AGREEMENT—Treatment of Stock and Equity Awards”
“THE MERGER AND THE MERGER AGREEMENT—Covenants”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX C—Voting Agreement”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“APPRAISAL RIGHTS”
“APPENDIX D—Section 262 of the General Corporation Law of the State of Delaware”

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(e) Provisions For Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Provisions for Unaffiliated Security Holders”

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Item 1005 of Regulation M-A:

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Parties Involved in the Merger”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Related Party Transactions”
“SELECTED HISTORICAL FINANCIAL DATA”

(b) - - (c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Position of HIG, Parent, and Merger Sub as to the Fairness of the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Limited Guarantee”
“SPECIAL FACTORS—Rollover Agreements”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Related Party Transactions”
“THE MERGER AND THE MERGER AGREEMENT”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX C—Voting Agreement”

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(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Parties Involved in the Merger”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Effects of the Mergesr”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Rollover Agreements”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Related Party Transactions”
“THE SPECIAL MEETING—Required Votes”
“THE MERGER AND THE MERGER AGREEMENT”
“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX C—Voting Agreement”

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 1006 of Regulation M-A:

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Plans for Allion after the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AND THE MERGER AGREEMENT—The Merger”
“THE MERGER AND THE MERGER AGREEMENT—Treatment of Stock and Equity Awards”
“THE MERGER AND THE MERGER AGREEMENT—Payment of Merger Consideration and Surrender of Stock Certificates”
“APPENDIX A—Agreement and Plan of Merger”

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Plans for Allion after the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Rollover Agreements”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AND THE MERGER AGREEMENT”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX C—Voting Agreement”

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Item 7. Purposes, Alternatives, Reasons and Effects.

Item 1013 of Regulation M-A:

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Plans for Allion after the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Allion’s Financial Advisor, Raymond James & Associates, Inc.”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Plans for Allion after the Merger”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

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(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Plans for Allion after the Merger”
“SPECIAL FACTORS—Rollover Agreements”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences”
“SPECIAL FACTORS—Estimated Fees and Expenses of the Merger”
“THE MERGER AND THE MERGER AGREEMENT”
“APPRAISAL RIGHTS”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX D—Section 262 of the General Corporation Law of the State of Delaware”

Item 8. Fairness of the Transaction.

Item 1014 of Regulation M-A:

(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of the Parallex Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Allion’s Financial Advisor, Raymond James & Associates, Inc.”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of the Parallex Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Allion’s Financial Advisor, Raymond James & Associates, Inc.”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

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(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of the Parallex Group as to the Fairness of the Merger”
“THE SPECIAL MEETING—Required Votes”
“THE MERGER AND THE MERGER AGREEMENT—Conditions”
“APPENDIX A—Agreement and Plan of Merger”

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of the Parallex Group as to the Fairness of the Merger”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of the Parallex Group as to the Fairness of the Merger”

Item 9. Reports, Opinions, Appraisals and Negotiations.

Item 1015 of Regulation M-A:

(a) — (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Allion’s Financial Advisor, Raymond James & Associates, Inc.”
“THE MERGER AND THE MERGER AGREEMENT—Representations and Warranties”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

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(c)	Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	The reports, opinions or appraisal referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Allion Healthcare, Inc. during regular business hours by any interested holder of Allion Healthcare, Inc. common stock or any representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration.

Item 1007 of Regulation M-A:

(a) — (d) Source of Funds; Conditions; Expenses; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Estimated Fees and Expenses of the Merger”
“THE MERGER AND THE MERGER AGREEMENT —Financing of the Merger”
“THE MERGER AND THE MERGER AGREEMENT—Termination Fees; Expenses”
“APPENDIX A—Agreement and Plan of Merger”

Item 11. Interest in Securities of the Subject Company.

Item 1008 of Regulation M-A:

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Parties Involved in the Merger”
“SPECIAL FACTORS—Rollover Agreements”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”
“DIRECTORS AND EXECUTIVE OFFICERS OF ALLION, THE H.I.G. BUYING GROUP AND THE PARALLEX GROUP”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“RECENT TRANSACTIONS”

Item 12. The Solicitation or Recommendation.

Item 1012 of Regulation M-A:

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(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons for the Merger”
“SPECIAL FACTORS—Rollover Agreements”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE SPECIAL MEETING—Required Votes”
“APPENDIX C—Voting Agreement”

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and our Board of Directors”
“SPECIAL FACTORS—Position of the H.I.G. Buying Group as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of the Parallex Group as to the Fairness of the Merger”
“THE MERGER AND THE MERGER AGREEMENT—Representations and Warranties”
“APPENDIX A—Agreement and Plan of Merger”

Item 13. Financial Statements.

Item 1010 of Regulation M-A:

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SELECTED HISTORICAL FINANCIAL DATA”
“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Item 1009 of Regulation M-A:

(a) — (b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Estimated Fees and Expenses of the Merger”
“THE SPECIAL MEETING—Revocation of Proxies”
“THE SPECIAL MEETING—Expenses of Proxy Solicitation”

Item 15. Additional Information.

Item 1011 of Regulation M-A:

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(b) Other Material Information. The entirety of the Proxy Statement, including all Appendices thereto, is incorporated herein by reference.

Item 16. Exhibits.

Item 1016 of Regulation M-A:

(a)(1)	Preliminary Proxy Statement for the special meeting of the stockholders of Allion Healthcare, Inc. (Incorporated by reference to the Schedule 14A filed with the Commission on December 1, 2009 (the “Proxy Statement”)).
(a)(2)	Form of Proxy Card (Incorporated by reference to the Proxy Statement).
(a)(3)	Form of Letter to Stockholders (Incorporated by reference to the Proxy Statement).
(a)(4)	Form of Notice to Stockholders of Special Meeting (Incorporated by reference to the Proxy Statement).
(b)(1)	Commitment Letter, dated as of October 18, 2009, by and between Fifth Third Bank and H.I.G. Bayside Debt & LBO Fund II, L.P. (Incorporated herein by reference to Exhibit 99.8 to the Schedule 13D filed by the reporting persons named therein on October 28, 2009.)
(b)(2)	Financing Commitment Letter, dated October 18, 2009, by and between Falcon Strategic Partners III, LP and Brickell Bay Acquisition Corp. (Incorporated herein by reference to Exhibit 99.7 to the Schedule 13D filed by the reporting persons named therein on October 28, 2009.)
(b)(3)	Commitment Letter, dated as of October 30, 2009, by and among Churchill Financial Cayman Ltd., Fifth Third Bank and H.I.G. Bayside Debt & LBO Fund II, L.P. (Incorporated herein by reference to Exhibit 99.11 to the Schedule 13D filed by the reporting persons named therein on December 1, 2009.)
(b)(4)	Commitment Letter, dated as of November 2, 2009, by and among Siemens Financial Services, Inc., Fifth Third Bank and H.I.G. Bayside Debt & LBO Fund II, L.P. (Incorporated herein by reference to Exhibit 99.12 to the Schedule 13D filed by the reporting persons named therein on December 1, 2009.)
(b)(5)	Commitment Letter, dated as of November 3, 2009, by and among Brown Brothers Harriman & Co., Fifth Third Bank and H.I.G. Bayside Debt & LBO Fund II, L.P. (Incorporated herein by reference to Exhibit 99.13 to the Schedule 13D filed by the reporting persons named therein on December 1, 2009.)
(b)(6)	Commitment Letter, dated as of November 13, 2009, by and among TD Bank, N.A., Fifth Third Bank and H.I.G. Bayside Debt & LBO Fund II, L.P. (Incorporated herein by reference to Exhibit 99.14 to the Schedule 13D filed by the reporting persons named therein on December 1, 2009.)
(b)(7)	Commitment Letter, dated as of November 12, 2009, by and among SunTrust Bank, Fifth Third Bank and H.I.G. Bayside Debt & LBO Fund II, L.P. (Incorporated herein by reference to Exhibit 99.15 to the Schedule 13D filed by the reporting persons named therein on December 1, 2009.)
(b)(8)	Commitment Letter, dated as of November 12, 2009, by and among Sovereign Bank, Fifth Third Bank and H.I.G. Bayside Debt & LBO Fund II, L.P. (Incorporated herein by reference to Exhibit 99.16 to the Schedule 13D filed by the reporting persons named therein on December 1, 2009.)
(c)(1)	Opinion of Raymond James & Associates, Inc. (Incorporated herein by reference to Appendix B of the Proxy Statement.)
(c)(2)	Materials presented by Raymond James & Associates, Inc. to the Board of Directors on October 18, 2009.*
(c)(3)	Materials presented by Raymond James & Associates, Inc. to the Board of Directors on October 16, 2009.
(d)(1)	Agreement and Plan of Merger, dated as of October 18, 2009, by and among Brickell Bay Acquisition Corp., Brickell Bay Merger Corp. and Allion. (Incorporated herein by reference to Appendix A of the Proxy Statement.)
(d)(2)	Equity Commitment Letter, dated October 18, 2009, by and between H.I.G. Bayside Debt & LBO Fund II, L.P. and Brickell Bay Acquisition Corp. (Incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed by the reporting persons named therein on October 28, 2009.)
(d)(3)	Limited Guarantee, dated October 18, 2009, by H.I.G. Bayside Debt & LBO Fund II, L.P. in favor of Allion Healthcare, Inc. (Incorporated herein by reference to Exhibit 99.9 to the Schedule 13D filed by the reporting persons named therein on October 28, 2009.)
(d)(4)	Form of Voting Agreement, dated as of October 18, 2009, by and between Brickell Bay Acquisition Corp. and the Stockholder named therein. (Incorporated herein by reference to Appendix C of the Proxy Statement.)
(d)(5)	Form of Exchange Agreement with Stockholders other than Parallex, LLC, dated as of October 18, 2009, by and between Brickell Bay Acquisition Corp. and the Stockholder named therein. (Incorporated herein by reference to Exhibit 99.4A to the Schedule 13D filed by the reporting persons named therein on October 28, 2009.)

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(d)(6)	Exchange Agreement with Parallex LLC, dated as of October 18, 2009, by and between Brickell Bay Acquisition Corp. and Parallex LLC. (Incorporated herein by reference to Exhibit 99.4B to the Schedule 13D filed by the reporting persons named therein on October 28, 2009.)
(d)(7)	Stockholders Agreement, dated as of October 18, 2009, by and among Brickell Bay Acquisition Corp, H.I.G. Healthcare, LLC and the Stockholders named therein. (Incorporated herein by reference to Exhibit 99.5 to the Schedule 13D filed by the reporting persons named therein on December 1, 2009.)
(d)(8)	Stockholders’ Agreement, dated April 4, 2008, by and among Allion Healthcare, Inc. and the Stockholders named therein. (Incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Allion Healthcare, Inc. on April 10, 2008.)
(f)(1)	Section 262 of the General Corporation Law of the State of Delaware. (Incorporated herein by reference to Appendix D of the Proxy Statement.)

* Previously filed as an exhibit to the Schedule 13E-3 filed on October 30, 2009

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SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

ALLION HEALTHCARE, INC.
By:	/s/ Michael P. Moran
	Name:	Michael P. Moran
	Title:	President and Chief Executive Officer

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

BRICKELL BAY ACQUISITION CORP.
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Attorney in Fact

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

BRICKELL BAY MERGER CORP.
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Attorney in Fact

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

H.I.G. Capital, L.L.C.
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Vice President and General Counsel

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

H.I.G. HEALTHCARE, LLC
By:	H.I.G. Bayside Debt & LBO Fund II, L.P.
	Its: Manager
By:	H.I.G. Bayside Advisors II, LLC
	Its: General Partner
By:	H.I.G.-GPII, Inc.
	Its: Manager

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By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Vice President and General Counsel

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

H.I.G. BAYSIDE DEBT & LBO FUND II, L.P.
By:	H.I.G. Bayside Advisors II, LLC
	Its: General Partner
By:	H.I.G.-GPII, Inc.
	Its: Manager
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Vice President and General Counsel

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

H.I.G. BAYSIDE ADVISORS II, LLC
By:	H.I.G.-GPII, Inc.
	Its: Manager
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Vice President and General Counsel

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

H.I.G.-GPII, INC.
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Vice President and General Counsel

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     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

SAMI W. MNAYMNEH
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Attorney in Fact

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

ANTHONY A. TAMER
By:	/s/ Richard H. Siegel
	Name:	Richard H. Siegel
	Title:	Attorney in Fact

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

PARALLEX LLC
By:	/s/ Raymond A. Mirra, Jr.
	Name:	Raymond A. Mirra, Jr.
	Title:	Manager

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2009

/s/ Raymond A. Mirra, Jr.  

Raymond A. Mirra, Jr.

POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Richard H. Siegel, and each of James S. Rowe and Michael Weed, each of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, the Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 on Schedule 13E-3 (the “Schedule 13E-3”) of Allion Healthcare, Inc., a Delaware corporation (the “Company”), any and all amendments thereto, and to file the Schedule 13E-3, any and all such amendments, supplements, exhibits and documents thereto required in connection therewith with the Securities and Exchange Commission; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13E-3 and timely file such form with the United States Securities and Exchange Commission and any stock exchange in which the Common Stock of the Company is listed on, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

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     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of October, 2009.

BRICKELL BAY ACQUISITION CORP

By:	/s/ Brian D. Schwartz
Name:	Brian D. Schwartz
Title:	President

H.I.G. HEALTHCARE, LLC

By: H.I.G. Bayside Debt & LBO Fund II, L.P.
Its: Manager

By: H.I.G. Bayside Advisors II, LLC
Its: General Partner

By: H.I.G.-GPII, Inc. Its: Manager
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
H.I.G. BAYSIDE DEBT & LBO FUND II, L.P.
By: H.I.G. Bayside Advisors II, LLC Its: General Partner
By: H.I.G.-GPII, Inc. Its: Manager
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
H.I.G. BAYSIDE ADVISORS II, LLC
By: H.I.G.-GPII, Inc. Its: Manager
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
H.I.G.-GPII, Inc.
By:	/s/ Richard H. Siegel
Name:	Richard H. Siegel
Its:	Vice President and General Counsel
/s/ Sami W. Mnaymneh
Sami W. Mnaymneh
/s/ Anthony A. Tamer
Anthony A. Tamer

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EX-99.(C)(3)

Exhibit (c) (3)

STRICTLY CONFIDENTIAL RAYMOND JAMES & ASSOCIATES, INC. Discussion materials prepared regarding: PROJECT ALPHA OCTOBER 16, 2009

PROJECT ALPHA OVERVIEW OF MARKETING PROCESS Initial Marketing Management Presentations, Data Room Review and Preliminary Diligence Final Bid • Marketing began the third week of February • 60 total parties contacted – 24 strategic buyers – 36 financial sponsors • Initial proposals due April 3, 2009 • Ten initial proposals received – nine financial sponsors – one strategic buyer (verbal) • HIG submits indication of interest i h f$ 0 6 • “Best-and-final” proposals due May 18, 2009 • Only one refined proposal received • HIG proposal • $6.00 bid re#]affirmed and exclusivity extended for 15 days on August 8th • Lender diligence begins • HIG and lender diligence FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER p • 51 NDAs executed – 17 strategic buyers – 34 financial sponsors with a range of $5.50 to $6. 00 per share • Eight bidders selected to move forward; two were not advanced due to inadequate bids submits refined at $5.50 per share (low end of initial range) substantially completed by the end of August • Raymond James and Company distribute memo, projections, and several supplemental analyses (EBITDA build valuation metrics • Management presentations and virtual data room access for eight bidders who were moved forward • Series of subsequent verbal negotiations with HIG • “Best#]and#]final” bid of $5.65 • HIG verbally revised final bid to $6.50 • Alpha formally terminated build, metrics, detailed payor mix, reimbursement summary, San Francisco case study, segmented financial breakdown, etc.) • Raymond James and Company respond to appropriate preliminary diligence • Management meetings and calls held with Bravo management • Refined indications of interest solicited per share stated by HIG and then re#]stated as during price negotiation • Increased to $6.00 during final price negotiations, LOI submitted discussions with HIG in letter dated September 2nd • HIG revises final offer to $7.00 per share in letter dated September 21st • HIG to 1 requests • Initial indications of interest solicited • Exclusivity granted June 24th; HIG diligence begins; lender meetings and diligence begin mid to late-July revises final offer $6.60 per share verbally on October 14th

PROJECT ALPHA SUMMARY OF TERMS TRANSACTION TERMS DETAILS This summary of financial terms is provided for discussion purposes only. It is not intended to be a comprehensive listing of all of the relevant terms contained in the Agreement nor a complete description of the terms described below. The terms as described below are subject to the further terms and conditions of the Agreement. STRUCTURE ......................................................... At the effective date, Merger Sub will be merged with and into the Company and cease to exist; the Company will be the surviving corporation of the Merger. TRANSACTION ...................................................... Each share of the Company’s common stock issued and outstanding, excluding certain shares of the Company’s common stock held by the Rollover Holders, will be converted into the right to receive $6.60 per share in cash. Each of the Company’s outstanding stock options will be cancelled and the holder will receive in cash an amount equal to the product of (x) the excess, if any, of the merger consideration over the exercise price per share of common stock multiplied by (y) the total number of shares subject to the option. FINANCING .......................................................... Parent will finance the acquisition with a combination of equity, new senior and subordinated debt, and the contribution of a portion of equity and seller notes currently held by the Rollover Holders (1). B BREAK FEE .......................................................... $7.5 million. Payable by the Company in the event of a superior acquisition proposal by a third party. REVERSE BREAK FEE .............................................. $7.5 million. Payable by Parent in the event of a failed financing and subsequent failure to close. TERMINATION FEE ................................................ $10.0 million. Payable by Parent in the event that all conditions to close (including financing) are satisfied but Parent elects to terminate transaction. CONDITIONS TO CLOSING ....................................... Mutual conditions regarding material consents (as defined), including HSR. Stockholder approval. Others as specified. VOTING .............................................................. The vote required of the Alpha stockholders will be the affirmative vote by the holders of not less than a majority of the outstanding shares of Alpha common stock in favor of adopting the agreement. NO-SHOP / FIDUCIARY OUT ................................... Company shall cause its representatives not to take enumerated actions prohibited by no-shop. Board recommendation may be changed only in circumstances described in the Agreement. 2 TARGET AGREEMENT EXECUTION DATE .................... October [___], 2009. (1) Provided by Parent per management.

PROJECT ALPHA PRICE / VOLUME CHART – FROM JANUARY 26, 2009 (RJ ENGAGEMENT) $7.50 4,000,000 R i dLOI i $7 00 3,000,000 3,500,000 $6.50 $7.00 Revised LOI price: 7.00 Final Transaction price: $6.60 20.0% increase Increase in LOI price: $6.50 2,000,000 2,500,000 $5.50 $6.00 LOI price: $6.00 Indication of Interest price: $5.50 57 8% increase 1,000,000 1,500,000 $4.50 $5.00 57.8% - 500,000 $3.50 $4.00 3 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09

PROJECT ALPHA STOCK PRICE HISTOGRAMS 100.0% 90 0% 100.0% 100.0% 90 0% 100.0% TR12#]Month Trading Activity TR6#]Month Trading Activity 22.4 million shares traded 15.2 million shares traded 77.1% 60 0% 70.0% 80.0% 90.0% 62.4% 84.4% 60 0% 70.0% 80.0% 90.0% during twelve#]month period; ~134.3% of current float during six#]month period; ~91.1% of current float 32.2% 44.9% 30 0% 40.0% 50.0% 60.0% 32.8% 46.3% 30 0% 40.0% 50.0% 60.0% 1.4% 19.7% 21.2% 23.7% 22.9% 10.0% 20.0% 30.0% 13.4% 16.2% 21.9% 15.6% 10.0% 20.0% 30.0% - -— — % of Total Volume Traded Cumulative Trading Percentage 4 Note: Trailing twelve and six month periods ending October 15, 2009.

PROJECT ALPHA TRANSACTION CONSIDERATION VALUATION ($millions, except per share data) Historical Actual Consensus Estimates (2) Transaction Valuation Valuation Multiples TR12 (1) 2009P 2010P Transaction Price per Share $ 6.60 Summary Financials Revenue $ 385.2 $ 403.9 $ 444.3 Common shares outstanding 28.7 EBITDA $ 33.1 $ 37.1 $ 40.3 Dilutive impact of options and warrants (3) 0.5 EPS $ 0.50 $ 0.48 $ 0.59 Vesting of restricted stock awards 0.0 Phantom stock units (4) 2.2 Valuation Multiples Total shares outstanding 31.4 Transaction enterprise value / net revenue 0.7x 0.7x 0.6x Transaction enterprise value / EBITDA 8.4x 7.5x 6.9x Transaction Equity Value $ 207.2 Transaction price per share / EPS 13.1x 13.8x 11.2x Debt 79.0 Phantom stock unit gross-up payment (5) 6.7 Alpha Transaction Prior Cash (15.0) Price Premium (6) Close Premium VWAP Premium Net debt 70.7 One-day $ 5.02 31.5% $ 4.99 32.3% Transaction Enterprise Value $ 277.9 Five-day 5.15 28.2% 5.03 31.2% 30-day 6.69 (1.3%) 5.81 13.6% 60-day 6.99 (5.6%) 6.37 3.6% 90-day 5.87 12.4% 6.13 7.7% (1) (2) Trailing twelve month period ended June 30, 2009. B d l t h ti t t S Th O (3) (4) (5) (6) Gross-up payment related to excise taxes generated by accelerated vesting of phantom stock units, per management. Based on consensus analyst research estimates, per management. Source: ThomsonOne. Historical closing prices and VWAP calculated through (including) October 15, 2009.

PROJECT ALPHA SELECT PUBLIC COMPANY ANALYSIS Total TR12 TR12 Price Diluted Equity Enterprise TTM EBITDA Price Sector Company 10/15/2009 Shares Value Debt Cash Value EBITDA Margin Performance Retail Pharmacy Amerisourcebergen $ 23.35 300.6 $ 7,019 $ 1,191 $ 913 $ 7,297 $ 972 1.4% 53.9% Distribution Cardinal Health (2) 27.91 361.1 10,078 3,638 1 ,222 12,494 1,623 1.7% (26.4%) McKesson 61.29 272.0 16,671 2,509 2 ,644 16,536 2,223 2.1% 42.5% Medical Device PSS World Medical 22.51 58.9 1,325 234 130 1,429 132 6.7% 44.6% Distribution Henry Schein 56.30 90.5 5,097 491 394 5,194 545 8.6% 29.9% Owens & Minor 47.23 41.6 1,966 208 15 2,160 207 2.7% 26.1% Specialty Distribution BioScript 7.00 39.2 275 33 -— 308 22 1.6% 152.7% Institutional Pharmacy Omnicare 22.62 117.6 2,661 2,214 274 4,601 709 11.2% (2.5%) PharMerica 18.24 30.4 554 240 41 753 101 5.3% 1.3% Alpha #] Trading $ 5.02 29.1 $ 146 $ 79 $ 15 $ 210 33.1 8.6% (5.5%) Alpha #] Transaction $ 6.60 31.4 $ 207 $ 86 $ 15 $ 278 33.1 8.6% 24.3% Enterprise Value / Revenue Enterprise Value / EBITDA P/E Sector Company TR12 CY2009E CY2010E TR12 CY2009E CY2010E TR12 CY2009E CY2010E Retail Pharmacy Amerisourcebergen 0.1x 0.1x 0.1x 7.5x 7.5x 7.1x 14.0x 14.0x 12.4x Distribution Cardinal Health (2) 0.1x 0.1x 0.1x 7.7x 8.1x 7.9x 12.3x 10.8x 14.3x McKesson 0.2x 0.2x 0.1x 7.4x 6.9x 6.7x 13.3x 15.0x 13.6x Medical Device PSS World Medical 0.7x 0.7x 0.7x 10.8x 10.6x 9.2x 21.4x 21.6x 18.5x Distribution Henry Schein 0.8x 0.8x 0.8x 9.5x 9.5x 8.9x 18.2x 17.7x 15.9x Owens & Minor 0.3x 0.3x 0.3x 10.5x 9.9x 8.8x 23.7x 19.4x 15.4x Specialty Distribution BioScript 0.2x 0.2x 0.2x 14.1x 12.8x 10.4x 21.0x 17.9x 13.0x Institutional Pharmacy Omnicare 0.7x 0.7x 0.7x 6.5x 6.5x 6.3x 10.6x 10.7x 8.3x PharMerica 0.4x 0.4x 0.4x 7.5x 7.4x 7.0x 15.1x 14.8x 12.5x Mean 0.4x 0.4x 0.4x 9.1x 8.8x 8.0x 16.6x 15.8x 13.7x Median 0.3x 0.3x 0.3x 7.7x 8.1x 7.9x 15.1x 15.0x 13.6x Alpha #] Trading 0.5x 0.5x 0.5x 6.3x 5.7x 5.2x 10.0x 10.5x 8.5x Alpha #] Transaction 0.7x 0.7x 0.6x 8.4x 7.5x 6.9x 13.1x 13.8x 11.2x 6 (1) (2) Cardinal Health spun off its CareFusion business, a medical supply management company, to its shareholders in August 2009. Cardinal published pro forma financials for the twelve month period ending June 30, 2009 in an 8-K dated 8.19.09. In this analysis, the pro forma annualized six month period ending June 30, 2009 is used as a CY2009 estimate.

PROJECT ALPHA SELECT PRECEDENT TRANSACTION ANALYSIS ($millions, except per share) Transaction Enterprise Enterprise Value / TR12 Announced Closed Target Acquiror Value (2) Net Revenue EBITDA Transactions Announced after September 2007 Aug-09 Pending MTS Medication Technology Excellere Partners $ 46.8 0.6x 6.2x Dec-08 Jan-09 Owens and Minor DTC Diabetes Medco 63.0 0.7x na Jun-08 Oct-08 Apria Blackstone 1,594.1 1.0x 5.3x Apr-08 Apr-08 Carmichael’s Cashway Pharmacy (3) SunLink Health Systems 22.8 0.5x 6.4x Mar-08 Apr-08 Biomed (4) Allion 118.0 nmf 8.0x Mean 0.7x 6.5x Median 0.6x 6.3x High 1.0x 8.0x Low 0.5x 5.3x Alpha transaction ($6.60 per share) $ 277.9 0.8x 8.4x (1) (2) (3) (4) Transactions involving a stock component are valued using the closing price of the acquiror’s equity on the day of announcement. Trailing multiples calculated using CY2007 results. EBITDA valuation multiple of 8.0x was consistent across both original transaction and earnout.

PROJECT ALPHA PREMIUMS PAID ANALYSIS ($millions, except per share data) The transactions below include (i) all-cash transactions across all industry sectors that have been announced and have closed since September 1, 2007, in which (ii) a majority of the business was acquired and (iii) transaction enterprise value was between $100.0 and $500.0 million. Source: CapitalIQ. Transaction Price / Premium Announced Closed Target Acquiror Value Share 1#]Day 5#]Day 30#]Day 60#]Day 90#]Day Jul-09 Aug-09 Noven Pharmaceuticals Inc. Hisamitsu Pharmaceutical Co., Inc. $ 350.6 $ 16.50 22.4% 14.9% 44.7% 64.7% 100.0% Jun-09 Aug-09 Monogram Biosciences, Inc. Laboratory Corp. of America Holdings 1 35.7 4.55 170.8% 164.5% 117.7% 75.0% 11.0% May-09 Jul-09 SumTotal Systems (1) Vista Equity Partners 163.0 4.85 141.3% 174.0% 159.4% 58.0% 76.4% May-09 Jun-09 Vnus Medical Technologies, Inc. Covidien plc 395.9 29.00 36.0% 35.1% 34.4% 59.8% 81.3% Dec-08 Mar-09 American Land Lease Inc. Green Courte Real Estate Partners, LLC 438.0 14.20 264.1% 273.7% 129.7% (25.9%) (28.4%) Nov-08 Dec-08 Omrix Biophamaceuticals, Inc. Johnson & Johnson 352.2 25.00 18.1% 37.9% 75.4% 8.7% 35.8% Oct-08 Dec-08 SM&A Odyssey Investment Partners , LLC 110.5 6.25 159.3% 131.5% 103.6% 73.6% 33.8% Sep-08 Nov-08 Cherokee International Corp. Lineage Power Holdings, Inc. 105.0 3.20 33.3% 48.8% 24.0% 72.0% 11.1% Sep-08 Oct-08 Gehl Company Manitou BF 4 49.8 30.00 119.6% 99.1% 100.1% 99.7% 94.4% Sep-08 Oct-08 Captaris Inc. (2) Open Text, Inc. 109.5 4.80 37.5% 42.4% 42.0% 18.8% 2.6% Sep-08 Nov-08 Eagle Test Systems, Inc. Teradyne Inc. 279.5 15.65 10.4% 8.2% 42.3% 42.7% 19.2% Aug-08 Oct-08 Greenfield Online, Inc. (3) Microsoft Corporation 4 21.5 17.50 31.8% 42.0% 60.8% 42.3% 38.7% Aug-08 Oct-08 PeopleSupport, Inc. Essar Services 1 50.5 12.25 28.5% 41.1% 36.1% 34.6% 39.0% Jul-08 Aug-08 Intervoice, Inc. Convergys Corporation 2 69.6 8.25 23.7% 54.2% 26.7% 18.4% 9.4% Jul-08 Aug-08 Excel Technology Inc. GSI Group Inc. 333.0 32.00 41.2% 45.3% 25.7% 31.3% 24.0% Jun-08 Nov-08 Community Bankshares Inc. First Citizens Bancorp and Trust Company, Inc. 1 02.6 21.00 90.9% 81.8% 76.5% 78.0% 68.7% Jun-08 Aug-08 Barrier Therapeutics Inc. Stiefel Laboratories, Inc. 133.0 4.15 135.8% 89.5% 75.1% 25.0% 34.7% Jun-08 Aug-08 MEDecision, Inc. Health Care Service Corp. 1 21.0 7.00 309.4% 288.9% 302.3% 332.1% 192.9% Jun-08 Aug-08 CAM Commerce Solutions, Inc. Great Hill Partners, LLC 146.0 40.50 7.9% 12.1% 8.6% 12.1% (0.8%) Jun-08 Aug-08 HireRight, Inc. (4) USIS Commercial Services, Inc. 192.8 19.75 95.2% 95.2% 113.3% 110.8% 127.0% (1) Premiums are measured from 4.06.09, when the company disclosed an initial offer of $3.25. (2) Premiums are measured from 3.17.08, when the company disclosed that the Board was exploring strategic alternatives. (3) Premiums are measured from 6.16.08, when the company disclosed an initial offer of $15.50. (4) Premiums are measured from 6.10.08, when the company’s disclosed an initial offer of $15.60 .

PROJECT ALPHA PREMIUMS PAID ANALYSIS CONTINUED ($millions, except per share data) Transaction Price / Premium Announced Closed Target Acquiror Value Share 1#]Day 5#]Day 30#]Day 60#]Day 90#]Day Jun Sep Jun-08 Sep-08 Tumbleweed Communications Corp.Axway Inc. $ 117.9 $ 2.70 52.5% 45.9% 112.6% 136.8% 77.6% May-08 Jun-08 Kosan Biosciences Inc. Bristol-Myers Squibb Co. 2 80.4 5.50 233.3% 243.8% 173.6% 229.3% 89.0% May-08 Aug-08 Angelica Corporation(1) Lehman Brothers Merchant Banking 293.5 22.00 (1.3%) (1.4%) (10.7%) (19.9%) (15.0%) May-08 Aug-08 MedQuist Inc. Cbay, Inc. 260.3 11.00 46.7% 56.9% 29.4% 12.2% 9.9% May-08 Aug-08 Radyne Corp. Comtech Telecommunications Corp. 1 95.0 11.50 48.6% 47.6% 35.0% 19.3% 27.5% May-08 Jun-08 Moldflow Corporation Autodesk, Inc. 190.1 22.00 12.2% 17.5% 31.6% 60.0% 37.0% Apr-08 Jun-08 Packeteer, Inc. (2) Blue Coat Systems Inc. 193.9 7.10 83.9% 51.4% 62.8% 9.4% (20.3%) Apr-08 Jul-08 180 Connect, Inc. (3) DirecTV Enterprises LLC 101.6 1.80 52.5% 91.5% 20.0% (23.7%) (41.9%) Apr-08 Jul-08 Clayton Holdings, Inc. Greenfield Partners , LLC 142.4 6.00 24.5% 10.7% 38.6% 41.5% 51.9% Apr-08 Jun-08 Iomega Corp. (4) EMC Corporation 1 63.2 3.85 44.7% 37.5% 44.7% 5.8% (6.3%) Apr-08 Aug-08 Industrial Distribution Group, Inc. Luther King Captial Management Corporation 1 26.2 12.10 18.2% 20.5% 22.3% 14.5% 6.7% Mar-08 Jul-08 Bentley Pharmaceuticals Inc. (5) Teva Pharmaceuticals Industries Limited 339.2 14.82 17.3% 14.5% 25.9% 25.1% 18.3% Mar-08 May-08 Synplicity, Inc. Synopsys Inc. 215.8 8.00 50.4% 55.6% 82.6% 50.7% 45.5% Mar-08 Apr-08 I-trax. Inc. Walgreen Co. 2 66.4 5.40 38.5% 44.0% 61.7% 67.2% 44.0% Feb-08 Apr-08 CollaGenex Pharmaceuticals Inc. Galderma Laboratories, L.P. 321.0 16.60 29.7% 27.4% 62.7% 120.5% 66.8% Feb-08 Jun-08 Encysive Pharmaceuticals Inc. Pfizer Inc. 346.8 2.35 117.6% 197.5% 226.4% 209.2% 49.7% Feb-08 Apr-08 Possis Medical MEDRAD, Inc. 319.7 19.50 35.9% 41.4% 34.9% 46.6% 43.1% Jan-08 May-08 NuCo2 Inc. Aurora Capital Group 484.0 30.00 24.6% 20.1% 16.3% 17.5% 14.7% Jan-08 Mar-08 VistaCare Inc.(6) Odyssey Healthcare Inc. 116.5 8.60 (9.5%) (4.9%) (3.9%) (15.0%) (16.7%) Jan-08 Mar-08 Lifecore Biomedical Inc. Warburg Pincus LLC 186.4 17.00 32.4% 27.2% 38.2% 28.9% 49.4% (1) Premiums are measured from 7.17.07, when the company disclosed that the company had engaged a financial advisor. (2) Premiums are measured from 3.05.07, when the company disclosed an initial offer of $5.50 . (3) Premiums are measured from 1.25.08, when the company disclosed that the buyer had acquired 10.0% of shares and may pursue an acquisition. (4) Premiums are measured from 3.10.08, when the company disclosed of an initial offer of $3.25. (5) Premiums are measured from 10.23.07, when the company disclosed a potential transaction. (6) Premiums are measured from 5.09.07, when the company disclosed that the Board was exploring strategic alternatives .

PROJECT ALPHA PREMIUMS PAID ANALYSIS CONTINUED ($millions, except per share data) Transaction Price / Premium Announced Closed Target Acquiror Value Share 1#]Day 5#]Day 30#]Day 60#]Day 90#]Day Jan-08 Feb-08 ASV Inc. Terex Corp. $ 453.1 $ 18.00 46.5% 47.9% 53.8% 43.7% 27.1% Jan-08 Oct-08 AmCOMP Incorporated Employers Holdings, Inc. 208.8 12.15 40.0% 37.1% 22.7% 21.4% 27.5% Jan-08 Apr-08 North Pointe Holdings Corp. QBE Holdings, Inc. 134.1 16.00 51.2% 46.3% 53.4% 45.3% 65.8% Dec-07 Jun-08 MTC Technologies, Inc. BAE Systems, Inc. 451.1 24.00 35.0% 51.6% 38.0% 24.3% 14.4% Dec-07 Feb-08 Electronic Clearing House Inc. Intuit Inc. 135.3 17.00 115.2% 81.4% 34.0% 63.0% 78.2% Dec-07 Jan-08 Nextest Systems Corp. Teradyne Inc. 311.7 20.00 66.8% 60.3% 52.4% 73.9% 68.9% Dec-07 Jan-08 Genesis Microchip Inc. STMicroelectronics NV 146.0 8.65 60.2% 74.7% 20.6% 14.4% 5.5% Nov-07 Dec-07 Coley Pharmaceutical Group, Inc. Pfizer Inc. 142.6 8.00 166.7% 145.4% 158.9% 137.4% 126.6% Nov-07 Jun-08 Restoration Hardware, Inc. (1) Catterton Partners / Gary Friedman 279.1 4.50 67.9% 57.9% 43.3% 20.0% (18.5%) Oct-07 Jan-08 First Consulting Group Inc. Computer Science Corporation 2 73.1 13.00 30.3% 31.8% 30.3% 44.4% 43.3% Oct-07 Feb-08 Bradley Pharmaceuticals Inc. (2) Nycomed US, Inc. 342.1 20.00 8.5% 9.1% (0.9%) 9.1% (4.8%) Oct-07 Apr-08 E-Z-EM Inc. Bracco Diagnostics, Inc. 197.0 21.00 27.9% 33.2% 39.2% 39.2% 33.8% Oct-07 Apr-08 Covad Communications Group Inc. Platinum Equity, LLC 440.1 1.02 59.4% 61.9% 39.7% 17.2% 12.7% Sep-07 Nov-07 United Retail Group, Inc. Redcats USA, Inc. 147.5 13.70 81.5% 60.2% 26.9% 11.7% (0.1%) Mean 66.4% 67.1% 61.4% 52.4% 36.7% Median 43.0% 46.9% 40.9% 40.3% 33.8% High 309.4% 288.9% 302.3% 332.1% 192.9% Low (9.5%) (4.9%) (10.7%) (25.9%) (41.9%) Oct-09 Alpha Merger Sub $ 277.9 $6.60 31.5% 28.2% (1.3%) (5.6%) 12.4% (1) Premiums are measured from 11.08.07, when the company disclosed an initial offer of $6.70 . (2) Premiums are measured from 5.29.07, when the company disclosed an initial offer of $21.50.