National Dentex Announces End of “Go-Shop” Period
May 13 2010 - 3:32PM
Business Wire
National Dentex Corporation (NASDAQ: NADX), one of the largest
owner/operators of dental laboratories in North America, today
announced the expiration, at 11:59 p.m. (Boston time) on May 12,
2010, of the “go-shop” period during which it was permitted to
solicit alternative proposals to its proposed merger with an
affiliate 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”).
On April 2, 2010, National Dentex entered into a definitive
agreement and plan of merger to be acquired by GDC Holdings, Inc.
(“GDC”), which is a holding company of GeoDigm. During the
“go-shop” period contemplated by the terms of the merger agreement,
National Dentex was permitted to, among other things, initiate,
solicit and encourage, and to enter into and maintain or
participate in discussions and negotiations with respect to,
alternative acquisition proposals regarding National Dentex. The
go-shop process was conducted on National Dentex’s behalf by its
financial advisor, BB&T Capital Markets.
During the “go-shop” period, BB&T Capital Markets contacted
63 potential transaction partners at the request of and on behalf
of National Dentex, including strategic partners and financial
sponsor firms. Of the 63 parties contacted, five entered into
confidentiality agreements and reviewed nonpublic information
regarding National Dentex. Despite this solicitation of interest,
none of the contacted parties submitted a written acquisition
proposal with respect to National Dentex.
National Dentex is now prohibited by the “no shop” provisions of
the merger agreement with GDC from, among other things, encouraging
or soliciting third-party proposals, or providing information and
engaging in discussions with third parties, regarding alternative
acquisition proposals. Until the merger agreement is approved by
its shareholders, however, National Dentex may respond to certain
unsolicited third party written offers in accordance with the terms
and conditions of the merger agreement to permit National Dentex’s
board of directors to comply with its fiduciary duties.
National Dentex is continuing to work with GeoDigm and Welsh
Carson to complete the merger in a timely manner. National Dentex
expects the Merger to close at the end of its second quarter or
early in the third quarter of 2010; however, consummation of the
merger is subject to receipt of the approval of National Dentex
shareholders, as well as satisfaction of other closing
conditions.
About National Dentex
National Dentex Corporation serves an active customer base of
over 24,000 dentists through 43 dental laboratories located in 29
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 GeoDigm
GeoDigm, based in Chanhassen, MN, is a leading innovator in
dental and orthodontic imaging and manufacturing technology. It
deploys its proprietary, digitally-enabled production system
exclusively through its laboratories, delivering 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.
Additional Information and Where You Can Find It
In connection with the proposed transaction, on April 27, 2010,
National Dentex filed with the SEC a preliminary proxy statement on
Schedule 14A. In addition, National Dentex will file with the SEC a
definitive proxy statement on Schedule 14A and relevant documents.
Investors and security holders of National Dentex are urged to read
all relevant documents filed with the SEC, including the
preliminary proxy statement and, when available, the definitive
proxy statement because they contain important information about
National Dentex and the proposed transaction. The preliminary proxy
statement, the definitive proxy statement (when 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 preliminary proxy statement, the definitive proxy
statement (when available) and the other relevant materials 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
the preliminary proxy statement relating to the proposed
transaction filed with the SEC on April 27, 2010 and will be
included in the definitive proxy statement (when available). Each
of these documents is 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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