Option Care Enterprises, Inc. entered into a definitive agreement to acquire BioScrip, Inc. (NasdaqGS:BIOS) in a reverse merger transaction on March 14, 2019. Under the terms, BioScrip will issue new shares to Option Care’s shareholder, which is owned by investment funds affiliated with Madison Dearborn Partners, LLC (MDP) and Walgreens Boots Alliance, Inc. (WBA), in an all-stock transaction. Upon completion of the transaction, MDP funds and WBA will beneficially own 79.5% of the combined publicly traded company on a fully diluted basis, with current BioScrip shareholders holding the remainder. The combined company’s common stock will continue to be listed on the Nasdaq Global Market. In the event of termination, BioScrip, Inc. may be required to pay a termination fee of $15 million, while Option Care Enterprises, Inc. may be required to pay $30 million. The combined company will be led by Option Care Chief Executive Officer, John Rademacher and Option Care Chief Financial Officer, Mike Shapiro and will incorporate the talent, processes and systems from both Option Care and BioScrip. Mike Shapiro will lead BioScrip’s Finance and Accounting teams as Chief Financial Officer. Daniel E. Greenleaf President and Chief Executive Officer of BioScrip, will become Special Advisor to the newly combined company’s Board Chairman, Harry Kraemer, and Chief Executive Officer, John Rademacher. Daniel E. Greenleaf will be leaving the company after the merger closes. The combined company will include 10 Board members to be comprised of 8 Board of Directors from Option Care, who initially will be Timothy Sullivan, Elizabeth Q. Betten, Nitin Sahney, Harry M. Jansen Kraemer, Jr., John J. Arlotta, John Rademacher, Mark Vainisi and Alan Nielsen and 2 Board of Directors from BioScrip including Carter Pate and David Golding. In addition, other members of BioScrip’s existing senior leadership team will continue with the combined company in key executive roles following the merger close. Harriet Booker will continue as Chief Operating Officer as well as serve as the Chief Integration Officer. As a result, Julie Koenig, Option Care’s Senior Vice President of Operations, will report to Harriet. Chris Hartman, Option Care’s current Chief Commercial Officer will lead BioScrip field Sales teams and Marketing team as new Chief Growth Officer. Rich Denness will become Chief Strategy Officer. Matt Deans will continue in his role as Senior Vice President, Business Development and will now report directly to Rich. John McMahon will become Senior Vice President Corporate Finance, Bob Roose, will continue as Senior Vice President Procurement and Arcot Prakash will become Vice President Information Technology. Brenda Wright will continue in her role as Senior Vice President, Clinical Services. Keyur Mehta, BioScrip’s Vice President of Clinical Services, will move into an integration role immediately following the close, and will continue reporting to Harriet. Brett Michalak will continue in his role as Chief Information Officer. Cliff Berman will continue in his role as General Counsel and Corporate Secretary. Cari Reed will continue in her role as the Company’s Chief Compliance and Privacy Officer. Mike Rude will continue in his role as Chief Human Resources Officer. Steve Deitsch, Senior Vice President, Chief Financial Officer and Treasurer, Leslie McIntosh, Senior Vice President, Chief Human Resources Officer, and Kathryn Stalmack, Senior Vice President, General Counsel for BioScrip, will be leaving the company shortly after the merger closes. The transaction is subject to regulatory approvals, approval by BioScrip and Option Care shareholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of a written opinion from Kirkland & Ellis LLP, dated as of the closing date, to the effect that the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, receipt of certain consents under applicable pharmacy laws in the states of California and North Carolina or, where applicable, receipt of correspondence from the applicable governmental entity that such consent will be delivered promptly after the closing, receipt of a copy of a statement, issued pursuant to Treasury Regulations Section 1.897-2(h), certifying that the Omega common stock does not constitute a “United States real property interest” under Section 897(c) of the Internal Revenue Code of 1986, as amended (the “Code”) (together with the notice to the Internal Revenue Service required under Treasury Regulations Section 1.897-2(h)(2)), approval of the Share Issuance pursuant to the merger agreement by obtaining approval for the Share Issuance Proposal at the special meeting, approval of Omega Stockholder and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both BioScrip and Option Care. BioScrip formed a strategic transaction committee consisting of R. Carter Pate, Chairman of the BioScrip Board, Michael Goldstein, a director on the BioScrip Board and Steven Neumann to advise on the transaction. As on April 8, 2019, Federal Trade Commission granted an early termination notice of antitrust approval waiting period. As of June 26. 2019, BioScrip announced that it will hold a special shareholder meeting on August 2, 2019, to approve the transaction. As of July 22, 2019, Institutional Shareholder Services Inc. and Glass, Lewis & Co. recommend that BioScrip stockholders vote for the proposals that are conditions to the proposed merger with Option Care, at the special meeting of stockholders to be held on August 2, 2019. As on August 2, 2019, BioScrip's stockholders approved the transaction at its special meeting of stockholders. As on April 5, 2019, the transaction is expected to close in the second half of 2019. As of May 7, 2019, the transaction is expected to close in the third quarter of 2019. As of August 2, 2019, the transaction is expected to close on or about August 6, 2019. Dan Decelles of Jefferies LLC and Richard Harding, Jay Finney, Ko Kobayashi and Craig Kolwicz of Moelis & Company LLC acted as financial advisors and Sean Griffiths and Andrew Kaplan of Gibson, Dunn & Crutcher LLP acted as legal advisor to BioScrip. David Kamo, Jim Sinclair, Seth Reagan and Michael Rimland of Goldman Sachs & Co. LLC and BofA Merrill Lynch acted as financial advisors while Sanford E. Perl, Mark A. Fennell, Joydeep Dasmunshi, Michael Wright, Brian Tweedie, Robert Goedert and Matthew Reilly of Kirkland & Ellis LLP acted as legal advisors to Option Care. D.F. King & Co., Inc. acted as proxy solicitor to BioScrip.  BioScrip will pay D.F. King & Co., Inc. a fee of approximately $70,000, which includes a success fee, as well as reasonable and documented out-of-pocket expenses. Moelis will receive a transaction fee for its services, currently estimated to be approximately $7.76 million in the aggregate, approximately $5.76 million of which is contingent upon the consummation of the merger. Moelis also became entitled to receive fees of $2 million payable upon the delivery of its opinion delivered in connection with the merger.