e425
Filed by Acadia Healthcare Company, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: PHC, Inc.
Commission File No. 001-33323
Pioneer Behavioral Health Completes Acquisition of MeadowWood Behavioral Health
Combination Increases PHCs Annual Revenues by Approximately $14.6 Million, or 30%
PEABODY, Mass. July 5, 2011 PHC, Inc., d/b/a Pioneer Behavioral Health (NYSE Amex: PHC), a
leading provider of inpatient and outpatient behavioral health services, today announced that on
July 1, it completed the acquisition of MeadowWood Behavioral Health, located in New Castle,
Delaware, on the terms previously announced.
The facility is a licensed acute psychiatric hospital with 58 beds providing services on its
11-acre campus to adults suffering with mental illness and substance abuse. MeadowWood has both
inpatient and partial hospitalization services focused on geriatric, co-occurring and acute mental
disorders.
The combination of PHC and MeadowWood Behavioral Health furthers our goal of creating a national
footprint and creates a stronger company, and this acquisition is highly synergistic to PHC,
commented Bruce A. Shear, Pioneers President and CEO. The $14.6 million in revenues generated by
MeadowWood for the 12-month period ended December 31, 2010, accounts for approximately 30% of our
fiscal 2010 full-year patient care revenue. We are excited to accelerate our growth and improve our
geographic penetration.
The expansion into Delaware opens a new market for PHCs services. PHC anticipates seeking approval
for approximately 36 additional beds to expand the facility during the next 12 months. PHC will
retain the existing staff at MeadowWood under PHC management, which should improve efficiency by
spreading more beds across the same operating leadership.
Mr. Shear continued, We are excited to add the MeadowWood facility, including its skilled and
experienced health care team which has a reputation for high quality care, to the PHC organization.
In addition, MeadowWoods margins should help improve PHCs margins after the acquisition is fully
integrated into the PHC system. We expect this transaction to be immediately accretive and
represent a future growth opportunity for our Company.
The 100% debt financing was provided by Jefferies Finance LLC, a division of Jefferies and Company
Inc., a leading healthcare investment banking company.
About PHC d/b/a Pioneer Behavioral Health
PHC, Inc., d/b/a Pioneer Behavioral Health, is a national healthcare company providing
behavioral health services in five states, including substance abuse treatment facilities in Utah
and Virginia, and inpatient and outpatient psychiatric facilities in Michigan, Pennsylvania and
Nevada. The Company also offers internet and telephonic-based referral services that includes
employee assistance programs and critical incident services. Contracted services with government
agencies, national insurance companies, and major transportation and gaming
companies cover more than one million individuals. Pioneer helps people gain and maintain physical,
spiritual and emotional health through delivering the highest quality, most culturally responsive
and compassionate behavioral health care programs and services.
On May 24, 2011, PHC announced that it has entered into a definitive merger agreement with
Acadia Healthcare Company, Inc. Acadia operates a network of 19 behavioral health facilities with
more than 1,700 beds in 13 states. Consummation of the transaction is subject to various
conditions, including approval of the stockholders of PHC. The transaction is expected to be
completed in late summer of 2011.
In connection with the proposed transaction, Acadia will file with the Securities and Exchange
Commission (SEC) a registration statement that contains a PHC proxy statement that also will
constitute an Acadia prospectus. SHAREHOLDERS OF PHC AND OTHER INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY
STATEMENT/PROSPECTUS) REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. PHCs shareholders and other investors will be able to obtain a free
copy of the proxy statement/prospectus, as well as other filings containing information about PHC
and Acadia, without charge, at the SEC`s Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus can also be obtained, without charge, by directing a request to PHC, Inc., 200
Lake Street, Suite 102, Peabody, MA 01960, Attention: Investor Relations, Telephone: (978)
536-2777. WHEN IT BECOMES AVAILABLE, READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER.
Participants in the Solicitation
PHC and its directors and executive officers and Acadia and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the shareholders of PHC in
connection with the proposed transaction. Information regarding the special interests of these
directors and executive officers in the merger transaction will be included in the proxy
statement/prospectus of PHC and Acadia referred to above. Additional information regarding the
directors and executive officers of PHC is also included in PHCs proxy statement for its 2010
Annual Meeting of Stockholders, which was filed with the SEC on October 27, 2010. These documents
are or will be available free of charge at the SECs web site (http://www.sec.gov) and from
Investor Relations at PHC at the address described above.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Risk Factors
This news release contains forward-looking statements. Generally words such as may, will,
should, could, anticipate, expect, intend, estimate, plan, continue, and believe
or the negative of or other variation on these and other similar expressions identify
forward-looking statements. These forward-looking statements are made only as of the date of this
news release. We do not undertake to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise. Forward-looking statements are based on
current expectations and involve risks and uncertainties and our future results could differ
significantly from those expressed or implied by our forward-looking statements. Such
forward-looking statements include statements regarding the acquisition of MeadowWood and the
proposed transaction. Factors that may cause actual results to differ materially include the risk
that MeadowWood will not be integrated successfully, risks of disruption from the acquisition of
MeadowWood, the risk that PHC and Acadia
may not be able to complete the proposed transaction, which is subject to customary closing
conditions, including approval of PHCs shareholders, risks that the PHC and Acadia businesses will
not be integrated successfully, risks of disruption from the proposed transaction and risks
concerning the ability to borrow funds in amounts sufficient to enable the combined company to
service its debt, and meet its working capital and capital expenditure requirements. These factors
and others are more fully described in PHCs periodic reports and other filings with the SEC.
Contact:
PHC, Inc.
Bruce A. Shear, 978-536-2777
President and CEO
Or
Hayden IR
Brett Maas, 646-536-7331
Managing Partner
E-mail: brett@haydenir.com