CareCentric Announces Signing of Merger Agreement

With An Investor Group Led By Its Major Stockholder

ATLANTA, GA (June 5, 2003) - CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider of management information systems to the home health care community, announced today that based on the recommendation of the Independent Committee of the Board and following the unanimous agreement of the full Board (with the interested Directors abstaining), it has signed a merger agreement with an investor group (Borden Associates, Inc.) led by its major stockholder, John Reed, and his son, Stewart Reed, that could have the effect of taking the company private. The Independent Committee made its recommendation after evaluating the original and subsequently amended proposal by Borden, engaging Suntrust Robinson Humphrey to render a fairness opinion on the amended proposal and renegotiating certain merger terms based on the results of the evaluation process.

The merger agreement, negotiated by the Independent Special Committee of CareCentric’s Board of Directors and representatives of the investor group led by John Reed, provides that each share of CareCentric common stock held beneficially by a person who holds fewer than 4,000 shares (other than any dissenting shares) will be converted into the right to receive $0.75. Each share of CareCentric common stock (other than any dissenting shares) held beneficially by a person who holds 4,000 or more shares will continue to represent one share of CareCentric common stock.

The merger transaction could have the following potential effects:

  • The number of record holders could be reduced from approximately 5,500 to less than 150 record holders;
  • CareCentric would be eligible to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended;
  • If the termination of the registration of the common stock was completed, the common stock would no longer be quoted on the OTC Bulletin Board.

The closing of the merger is subject to a number of conditions, including clearance by the Securities and Exchange Commission of the form of proxy statement to be sent to CareCentric’s stockholders for their approval of the merger, obtaining required third party consents and having the total amount of cash consideration required to purchase the shares of those CareCentric stockholders owning fewer than 4,000 shares not exceed $600,000.

CareCentric provides information technology systems and services to over 1,500 customers. CareCentric provides freestanding, hospital-based and multi-office home health care providers (including skilled nursing, private duty, home medical equipment and supplies, IV pharmacy and hospice) complete information solutions that enable these home care operations to generate and utilize comprehensive and integrated financial, operational and clinical information. With offices nationwide, CareCentric is headquartered in Atlanta, Georgia.

Note regarding Private Securities Litigation Reform Act: Statements made in this press release which are not historical facts, including projections, statements of plans, objectives, expectations, or future economic performance, are forward looking statements that involve risks and uncertainties and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. CareCentric's future financial performance could differ significantly from that set forth herein, and from the expectations of management. Important factors that could cause CareCentric's financial performance to differ materially from past results and from those expressed in any forward looking statements include, without limitation, the inability to obtain additional capital resources, variability in quarterly operating results, customer concentration, product performance and acceptance, long sales cycles, long and varying delivery cycles, CareCentric's dependence on business partners, emerging technological standards, risks associated with acquisitions and the risk factors detailed in CareCentric's Registration Statement on Form S-4 (File No. 333-96529) and from time to time in CareCentric's periodic reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.