EDEN PRAIRIE, Minn. and
SCOTTSDALE, Ariz., Sept. 27 /PRNewswire/ -- Virtual Radiologic
(vRad), a national radiology practice and leader in the development
of radiologist workflow technology, and NightHawk Radiology
(Nasdaq: NHWK), a leading provider of radiology solutions to
radiology groups across the United
States, today announced that they have entered into a
definitive agreement under which vRad will acquire all of the
outstanding common stock of NightHawk Radiology Holdings, Inc. for
$6.50 per share in cash. The offer
price represents a premium of 100% over NightHawk's last closing
stock price of $3.25 per share. The
transaction is valued at approximately $170
million.
The combination of vRad and NightHawk will result in enhanced
services to radiology groups and hospitals across the country,
accelerating vRad's stated commitment to optimize radiology's
critical role in the delivery of patient care. The combined entity
will have 325 radiologists serving nearly 2,700 healthcare
facilities across all 50 states and reading approximately 6 million
studies annually. Additionally, more than 75 percent of the
affiliated radiologists will be fellowship-trained
subspecialists.
"Local radiology practices and hospitals are under intense
pressure to deliver the highest quality care in the most efficient
manner possible," said vRad President and Chief Executive Officer
Rob Kill. "The need for expanded
access, improved quality, and reduced costs is clear. Both vRad and
NightHawk have been delivering these benefits in partnership with
local radiologists for many years. This combination – which brings
together both companies' talented team members and affiliated
radiologists – will expand access to much-needed subspecialty
expertise, helping to improve the quality of patient care across
the United States. We look forward
to working with NightHawk's talented team to deliver the highest
quality radiology service in the country."
"We are pleased to deliver significant, immediate value to our
stockholders through this transaction," said NightHawk President
and Chief Executive Officer David
Engert. "The combination of our collective assets will
enable us to better meet our clients' rapidly expanding needs and
will enhance our ability to partner with local radiologists to
address the needs of local hospitals, physicians and the patients
they serve. We look forward to working with Rob and the vRad team
to ensure a seamless integration and to continuing to provide the
quality and efficiency that our clients have come to expect."
"We are very excited to bring together the strengths of our
organizations," said Eduard Michel,
MD, neuroradiologist, Chief Medical Officer and vRad co-founder.
"We each have implemented leading quality assurance programs that
help ensure accuracy and provide a platform for clinical
benchmarking. With our combined talents and experiences, we will be
uniquely positioned to deliver new and innovative care delivery
models to best serve our clients."
Upon the completion of the transaction, Rob Kill will continue to serve as President and
CEO of the combined organization. Dave
Engert will remain as a Board Advisor following the close of
the transaction. The remainder of the leadership team will be drawn
from the management teams of both companies.
NightHawk's Board of Directors unanimously approved the
agreement and recommends that stockholders vote in favor of the
transaction. The transaction is expected to be completed in the
first quarter of 2011, subject to customary closing conditions,
including the approval of NightHawk's stockholders.
In conjunction with the merger agreement, a commitment for a
senior secured credit facility was provided by GE Capital,
Healthcare Financial Services. Morgan Stanley & Co.,
Incorporated is serving as financial advisor. Wilson Sonsini Goodrich & Rosati,
Professional Corporation is serving as legal counsel to NightHawk.
Weil, Gotshal & Manges LLP is serving as legal counsel to vRad.
KPMG LLP is providing transaction and tax advisory services to
vRad.
Additional Information and Where to Find It
In connection with proposed transaction, NightHawk will
file with the Securities and Exchange Commission (SEC) a
preliminary proxy statement and mail a definitive proxy statement
and other relevant documents regarding the proposed transaction to
NightHawk's stockholders. NIGHTHAWK'S STOCKHOLDERS ARE URGED TO
READ, WHEN AVAILABLE, NIGHTHAWK'S PRELIMINARY PROXY STATEMENT AND
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH NIGHTHAWK'S
SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO
APPROVE THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT NIGHTHAWK AND THE PROPOSED TRANSACTION. NightHawk's
stockholders may obtain a free copy of these documents, as well as
other filings containing information about NightHawk, at the SEC's
website www.sec.gov. NightHawk's stockholders will also be able to
obtain, without charge, a copy of the proxy statement and any other
relevant documents (when available) by directing a request to: 4900
N. Scottsdale Road, 6th Floor, Scottsdale, Arizona 85251, Attention: Investor
Relations, or by telephone at (866) 400-4295 or through NightHawk's
website at www.nighthawkrad.net.
NightHawk and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from NightHawk's
stockholders in respect of the proposed transaction. Information
about the directors and executive officers of NightHawk and their
respective interests in NightHawk by security holdings or otherwise
is set forth in its proxy statement for its 2010 Annual
Meeting of Stockholders, which was filed with the SEC on
March 19, 2010. Investors may obtain
additional information regarding the interests of the participants
by reading the proxy statement and other relevant documents
regarding the proposed transaction when they become available.
Forward Looking Statements
This press release contains statements that are forward-looking
statements as defined within the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ
materially from the statements made, including general economic
conditions, competitive conditions in the radiology industry, and
regulatory risks.
Such risks also include failure to satisfy the conditions of the
proposed transaction, including failure to obtain the required
approvals of NightHawk's stockholders; the costs and expenses
associated with the proposed transaction; contractual restrictions
on the conduct of NightHawk's business included in the merger
agreement; the potential loss of key personnel, disruption of
NightHawk's business or any impact on NightHawk's relationships
with third parties as a result of the proposed transaction; any
delay in consummating the proposed merger or the failure to
consummate the transaction; and the outcome of, or expenses
associated with, any litigation which may arise in connection with
the proposed transaction.
Other factors that could cause NightHawk's operating and
financial results to differ are described in the company's periodic
reports filed with the SEC. Other risks may be detailed from time
to time in reports to be filed with the SEC. NightHawk does not
undertake any obligation to publicly update its forward-looking
statements based on events or circumstances after the date hereof,
except as required by law.
About Virtual Radiologic
Virtual Radiologic Corporation (vRad) is a privately owned
national radiology practice working in partnership with local
radiologists and hospitals to optimize radiology's pivotal role in
patient care. vRad's more than 140 radiologists serve 1,200+
facilities, reading 2.7 million studies annually. Delivering access
to extensive subspecialty coverage, vRad contributes to improved
quality of patient care. And with its next-generation technology,
vRad enhances productivity, helping to lower the overall cost of
care while expediting time to diagnosis and treatment. For more
information, visit www.vrad.com.
About NightHawk
NightHawk Radiology (NASDAQ: NHWK) is leading the transformation
of the practice of radiology by providing high-quality,
cost-effective solutions in the U.S. NightHawk provides the most
complete suite of solutions, designed to increase efficiencies and
improve the quality of patient care and the lives of radiologists.
NightHawk's team of U.S. board-certified, state-licensed, and
hospital-privileged physicians are located in the United States, Australia, and Switzerland. They provide services 24 hours a
day, 7 days a week, to nearly 1,500 sites. For more information,
visit www.nighthawkrad.net.
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SOURCE Virtual Radiologic
Copyright . 27 PR Newswire