Consumer Direct Holdings, Inc. (“CDH” or the “Company”), a
leading provider of self-directed in-home personal care, and DTRT
Health Acquisition Corp. (“DTRT”) (Nasdaq: DTRT, DTRTU, DTRTW) a
publicly-traded special purpose acquisition company, announced
today that a registration statement on Form S-4 (the “Registration
Statement”) has been filed with the U.S. Securities and Exchange
Commission ("SEC") by Grizzly New Pubco, Inc. (“New Pubco”), a
wholly owned subsidiary of DTRT, which contains a preliminary proxy
statement/prospectus, in connection with CDH’s previously announced
proposed business combination with DTRT. The Registration Statement
provides important information about DTRT, CDH and the proposed
business combination, but the Registration Statement has not yet
become effective and the information contained therein is subject
to change.
On September 28, 2022, CDH entered into a merger agreement with
DTRT. The business combination is expected to be completed in the
first quarter of 2023, subject to approval by DTRT’s stockholders,
the Registration Statement being declared effective by the SEC, and
other customary closing conditions. Following the business
combination with DTRT, New Pubco is expected to be renamed to
Consumer Direct Care Network, Inc. and its common stock and public
warrants will trade on Nasdaq under the symbol “CDCN” and “CDCNW,”
respectively. The transaction values CDH at a pro forma enterprise
value of approximately $691 million.
About CDH
CDH is a leading national provider of self-directed in-home
personal solutions, primarily focused on non-medical personal care
for long-term aging and disability clients. CDH provides services
under agreements with state Medicaid agencies, federal Veterans
Administration providers, local government agencies, managed care
organizations, commercial insurers and private individuals. CDH
believes that care provided in the home generally costs less than
facility-based care and is preferred by clients and their families.
CDH believes that self-directed care also provides significant
value to state Medicaid agencies and managed care organizations,
including lower cost of services and higher satisfaction rates
versus care in a facility or through a traditional home care
agency. CDH’s expertise and experience provides competitive
advantages when responding to requests for proposals and in
creating unique program attributes required by some payors.
About DTRT Health Acquisition Corp.
DTRT Health Acquisition Corp. is a special purpose acquisition
company formed for the purpose of entering into a business
combination. Its objective is to acquire a healthcare company that
is poised for rapid growth amid today’s evolving healthcare
landscape and that will capitalize on the fragmented nature of the
industry to drive accretive consolidation. Its securities are
listed on Nasdaq under the tickers “DTRT,” “DTRTU” and “DTRTW.”
DTRT is led by Mark Heaney, Chief Executive Officer and Executive
Chairman, Arion Robbins, Chief Operating Officer and Don Klink,
Chief Financial Officer.
For more information please visit
https://www.dtrthealth.com/.
Important Information About the Business Combination and
Where to Find It
This press release relates to a proposed business combination
between CDH and DTRT. In connection with the proposed business
combination, New Pubco filed a Registration Statement on Form S-4
with the SEC, which includes a preliminary proxy statement, that
will be both the proxy statement to be distributed to DTRT’s
stockholders in connection with its solicitation of proxies for the
vote by DTRT’s stockholders with respect to the business
combination and other matters as may be described in the
Registration Statement, as well as the preliminary prospectus
relating to the offer and sale of the securities to be issued in
the business combination. After the Registration Statement is
declared effective, DTRT will mail a definitive proxy
statement/prospectus and other relevant documents to its
stockholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. DTRT’s stockholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus included in the Registration Statement and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed business
combination, as these materials will contain important information
about CDH, DTRT and the business combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed business combination will
be mailed to stockholders of DTRT as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the SEC, without charge, once available, at the SEC’s
website at www.sec.gov, or by directing a request to DTRT’s
secretary at 1415 West 22nd Street, Tower Floor, Oak Brook, IL
60523, (312) 316-5473.
Participants in the Solicitation
DTRT and its directors, executive officers, other members of
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of DTRT’s stockholders
in connection with the business combination. Investors and security
holders may obtain more detailed information regarding the names
and interests in the business combination of DTRT’s directors and
officers in DTRT’s filings with the SEC, including DTRT’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021,
which was filed with the SEC on April 1, 2022, and such information
and names of DTRT’s directors and executive officers is also in the
Registration Statement. Stockholders can obtain copies of DTRT’s
filings with the SEC, without charge, at the SEC’s website at
www.sec.gov. CDH and its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the stockholders of DTRT in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination is included in the Registration Statement.
Non-Solicitation
This press release relates to a proposed business combination
between CDH and DTRT and is not intended and does not constitute a
proxy statement or solicitation of a proxy and does not constitute
an offer to sell or a solicitation of an offer to buy the
securities of DTRT or CDH, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act or an exemption therefrom.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release may be considered forward-looking statements.
Forward-looking statements generally relate to future events or
DTRT’s or CDH’s future financial or operating performance. For
example, statements regarding anticipated growth in the industry in
which CDH operates and anticipated growth in demand for CDH’s
services, projections of CDH’s future financial results and other
metrics, the satisfaction of closing conditions to the proposed
business combination and the timing of the completion of the
proposed business combination are forward-looking statements. In
some cases, you can identify forward-looking statements by
terminology such as "pro forma," "may," "should," "could," "might,"
"plan," "possible," "project," "strive," "budget," "forecast,"
"expect," "intend," "will," "estimate," "anticipate," "believe,"
"predict," "potential" or "continue," or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by DTRT and its
management, and CDH and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of subsequent
definitive agreements with respect to the proposed business
combination; (ii) the outcome of any legal proceedings that may be
instituted against DTRT, CDH, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; (iii) the inability to
complete the business combination due to the failure to obtain
approval of the stockholders of DTRT or CDH; (iv) the inability of
DTRT or CDH to satisfy other conditions to closing; (v) changes to
the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; (vi) the ability to meet stock exchange
listing standards in connection with and following the consummation
of the proposed business combination; (vii) the risk that the
proposed business combination disrupts current plans and operations
of CDH as a result of the announcement and consummation of the
proposed business combination; (viii) 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, the ability
of the combined company to maintain relationships with customers,
suppliers, labor unions and other organizations that have a role in
the business of CDH and the ability of the combined company to
retain its management and key employees; (ix) costs related to the
business combination; (x) changes in applicable laws or
regulations, including those affecting in-home healthcare; (xi) the
possibility that CDH or the combined company may be adversely
affected by other economic, business, regulatory, and/or
competitive factors; (xii) changes to CDH’s estimates of expenses
and profitability; (xiii) the evolution of the markets in which CDH
competes; (xiv) the ability of CDH to implement its strategic
initiatives and continue to innovate its existing offerings; (xv)
the ability of CDH to satisfy regulatory requirements; (xvi) the
impact of the COVID-19 pandemic on CDH’s and the combined company's
business; and (xvii) other risks and uncertainties set forth in the
section entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in DTRT’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, which was filed with
the SEC on April 1, 2022, and other risks and uncertainties
indicated from time to time in the definitive proxy statement to be
delivered to DTRT’s stockholders and related Registration
Statement, including those set forth under "Risk Factors" therein,
and other documents to be filed with the SEC by DTRT.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither DTRT nor CDH
undertakes any duty to update these forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221020005415/en/
Investor Contacts DTRT: Arion Robbins
Arobbins@dtrthealth.com
Blueshirt: Lilly Bindley CDCN@blueshirtgroup.com
Media: MediaCDCN@consumerdirectcare.com
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