National Dentex Corporation (NASDAQ: NADX), one of the largest
owner/operators of dental laboratories in North America, today
announced that it has entered into a definitive agreement and plan
of merger to be acquired by GDC Holdings, Inc. (GDC), which is a
holding company of GeoDigm Corporation (GeoDigm), a technology
based manufacturing and laboratory company and a portfolio company
of Welsh, Carson, Anderson & Stowe XI, L.P. (Welsh Carson).
Under the terms of the merger agreement, National Dentex’s
shareholders will receive $17.00 in cash for each share of National
Dentex common stock they hold, representing a premium of
approximately 70% over National Dentex’s most recent closing share
price of $10.02 on April 1, 2010.
The board of directors of National Dentex has unanimously
approved and adopted the merger agreement and resolved to recommend
that National Dentex’s shareholders approve the merger
agreement.
“This agreement provides an attractive all-cash valuation to our
shareholders,” said David L. Brown, Chairman and Chief Executive
Officer of National Dentex. “We continually monitor emerging dental
technologies, and we view GeoDigm’s ICON® platform as having the
most transformative effect on lab operations, product quality, and
consistency. Additionally we see GeoDigm’s high quality lab network
as a natural complement to ours. So in addition to delivering value
to National Dentex’s shareholders, the combination of National
Dentex and GeoDigm creates clear value for National Dentex’s dental
clients,” said Mr. Brown.
“GeoDigm’s technology and lab operations have a proven track
record of increasing prosthetic quality and consistency for
dentists in the upper Midwest,” added Andrew Hofmeister Chief
Executive Officer of GeoDigm. “National Dentex’s strong management
team and broad laboratory network are vital to extending ICON®
technology’s benefits to dental clients everywhere. Welsh Carson’s
financial sponsorship greatly increases the National Dentex -
GeoDigm combination’s acquisition capacity. This capacity offers
unaffiliated laboratory owners an opportunity to acquire
fundamentally transformative technology through joining an industry
leader,” said Mr. Hofmeister.
The transaction is subject to customary conditions to closing,
including the approval of National Dentex’s shareholders and
requisite regulatory approvals. The transaction is not subject to a
financing condition. National Dentex expects the transaction to
close at the end of the quarter ending June 30, 2010.
Under the terms of the merger agreement, National Dentex may
solicit acquisition proposals from third parties until the end of
the day on May 12, 2010. There can be no assurance that an
alternative transaction proposal will emerge. For further
information regarding all items and conditions contained in the
definitive merger agreement, please see our Current Report on Form
8-K, which will be filed in connection with this transaction.
BB&T Capital Markets serves as financial advisor to National
Dentex and Signal Hill Capital Group LLC provided a fairness
opinion to the Company’s Board of Directors. Posternak Blankstein
& Lund LLP is serving as legal counsel to National Dentex. GDC
and Welsh Carson’s legal counsel is Ropes & Gray LLP.
About National Dentex
National Dentex Corporation serves an active customer base of
over 24,000 dentists through 44 dental laboratories located in 30
states and one Canadian province. National Dentex’s dental
laboratories provide a full range of custom-made dental prosthetic
appliances, including dentures, crowns, and fixed bridges, and
other dental specialties.
About GDC Holding Company and GeoDigm
GeoDigm, based in Minneapolis, MN, is a leading innovator in
dental and orthodontic imaging and manufacturing technology. The
company deploys its proprietary, digitally-enabled production
system exclusively through GeoDigm Laboratories, delivering
improved products and services to its client base of over five
thousand dentists and orthodontists.
About Welsh, Carson, Anderson & Stowe
Welsh, Carson, Anderson & Stowe is one of the largest and
most successful private equity firms focused in two industry
sectors: information/business services and healthcare. Founded in
1979, Welsh, Carson has organized 15 limited partnerships with
total capital of over $20bn. The firm is currently investing an
equity fund, Welsh, Carson, Anderson & Stowe XI, L.P. and its
current portfolio consists of 31 companies with combined revenues
of approximately $27bn and EBITDA of $4bn.
About BBT Capital Markets
BB&T Capital Markets (www.bbtcapitalmarkets.com) offers an
integrated platform of M&A advisory, public and private debt
and equity services and corporate banking to corporations,
governments, and nonprofit organizations. Its industry teams
consist of Commercial & Industrial, Consumer, Defense &
Government Services, Financial Services, Healthcare, and Logistics
& Transportation Services. BB&T Capital Markets is a
division of Scott & Stringfellow, LLC, member NYSE/SIPC. Scott
& Stringfellow is a separate, non-bank subsidiary of BB&T
Corporation (NYSE: BBT), one of the nation's largest financial
holding companies with more than $165 billion in assets.
Additional Information and Where You Can Find It
In connection with the proposed transaction, National Dentex
will file a proxy statement and relevant documents concerning the
proposed transaction with the SEC. Investors and security holders
of National Dentex are urged to read the proxy statement and any
other relevant documents filed with the SEC when they become
available because they will contain important information about
National Dentex and the proposed transaction. The proxy statement
(when it becomes available) and any other documents filed by
National Dentex with the SEC may be obtained free of charge at the
SEC’s web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by National Dentex by contacting National Dentex Investor Relations
at dbecker@nationaldentex.com or via telephone at 508-907-7800.
Investors and security holders are urged to read the proxy
statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed transaction.
National Dentex and its directors and certain executive officers
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from National Dentex’s shareholders in
connection with the transaction. Information regarding the
directors and executive officers and their respective interests in
National Dentex by security holdings or otherwise is included in
National Dentex’s proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC, and information concerning all of
National Dentex’s participants in the solicitation will be included
in the proxy statement relating to the proposed transaction when it
becomes available. Each of these documents is, or will be,
available free of charge at the SEC’s web site at
http://www.sec.gov. In addition, shareholders may obtain free
copies of the documents filed or to be filed with the SEC by
National Dentex by contacting National Dentex at
dbecker@nationaldentex.com or by phone at 508-907-7800.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The forward-looking
statements contained in this document include statements about the
proposed transaction, future performance and completion of the
transaction. These statements are based on management’s current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These
statements are not guarantees of future performance, involve
certain risks, uncertainties and assumptions that are difficult to
predict, and are based upon assumptions as to future events that
may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein. For example,
conditions to the closing may not be satisfied and the transaction
may involve unexpected costs, liabilities or delays, any of which
could cause the transaction not to be consummated. Additional
factors that may affect the future results of National Dentex are
as set forth in its filings with the SEC, which are available at
www.sec.gov. All forward-looking statements in this release are
qualified by these cautionary statements and are made only as of
the date of this release. National Dentex is under no obligation to
(and expressly disclaims any such obligation to) update or alter
its forward-looking statements whether as a result of new
information, future events, or otherwise.
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