ALLI Allion Healthcare (MM)

 

 

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

Allion Healthcare, Inc.

 

(Name of Issuer)

Allion Healthcare, Inc.
Brickell Bay Acquisition Corp.
Brickell Bay Merger Corp.
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

(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. 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		27 th Floor		27181 Barefoot Boulevard
Melville, New York 11747		Miami, Florida 33131		Millsboro, Delaware 19966
Attn: Michael P. Moran		Attn: Brian Schwartz		Attn: Raymond Mirra, Jr.
Tel. No.: (631) 547-6520		(305) 379-2322		(610) 586-1655
(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		10 th 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

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

INTRODUCTION

     This 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. 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; and Parallex LLC, a Delaware limited liability company (“Parallex”).

     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 Schedule 13E-3, Allion is filing with the Commission a 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 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 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 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 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:

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

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

		Allion is the subject company.

(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”
“PARTIES INVOLVED IN THE MERGER”
“DIRECTORS AND EXECUTIVE OFFICERS OF ALLION, THE H.I.G. BUYING GROUP AND PARALLEX”

(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 PARALLEX”

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”
“THE SPECIAL MEETING”
“SPECIAL FACTORS”
“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”

(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:

“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”

(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”
“PARTIES INVOLVED IN THE MERGER”
“THE SPECIAL MEETING—Required Votes”
“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”
“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”
“THE MERGER AND THE MERGER AGREEMENT”
“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”

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.”

(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 Parallex 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 Parallex 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.”

(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”
“THE SPECIAL MEETING—Required Votes”
“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 Parallex as to the Fairness of the Merger”
“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 Parallex 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 Parallex 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.”

(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”
“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 PARALLEX”

(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:

(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”
“THE SPECIAL MEETING—Required Votes”
“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”
“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 Parallex 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”
“THE SPECIAL MEETING—Revocation of Proxies”
“THE SPECIAL MEETING—Expenses of Proxy Solicitation”
“SPECIAL FACTORS—Estimated Fees and Expenses of the Merger”

Item 15. Additional Information.

Item 1011 of Regulation M-A:

(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 October 30, 2009 (the “Proxy Statement”)).
(a)(2)		Form of Proxy Card filed with the Commission together with the Proxy Statement.
(a)(3)		Form of Letter to Stockholders filed with the Commission together with the Proxy Statement.
(a)(4)		Form of Notice to Stockholders of Special Meeting filed with the Commission together with 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.)
(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.
(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.)

(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 October 28, 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.)

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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

     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: October 30, 2009

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