Radiation Therapy Services, Inc. Shareholders Approve Merger Agreement
February 06 2008 - 5:55PM
PR Newswire (US)
- Closing currently expected to be February 21, 2008 FORT MYERS,
Fla., Feb. 6 /PRNewswire-FirstCall/ -- Radiation Therapy Services,
Inc. (NASDAQ:RTSX) (the "Company") announced today that at the
special meeting of shareholders held today its shareholders voted
to approve the Agreement and Plan of Merger dated as of October 19,
2007 among the Company, Radiation Therapy Services Holdings, Inc.
and RTS MergerCo, Inc. (the "Merger Agreement"). Holders of
18,057,310 shares, representing approximately 99.7% of the total
number of shares of common stock that voted on the matter, voted in
favor of approval of the Merger Agreement. Upon completion of the
merger, each outstanding share of the Company's common stock (other
than certain shares as described in the Merger Agreement) will be
converted into the right to receive $32.50 in cash, without
interest. Radiation Therapy Services Holdings, Inc. is owned by an
affiliate of Vestar Capital Partners, a leading international
private equity firm. The Company currently expects that the
transactions contemplated by the Merger Agreement will be
consummated on February 21, 2008, subject to the satisfaction of
the conditions to closing under the Merger Agreement. All material
regulatory approvals that are required to be obtained as a
condition to the closing of the merger under the Merger Agreement
have been received. As previously disclosed, two lawsuits were
filed in connection with the proposed merger on October 24, 2007
and November 16, 2007, respectively, against the Company, each of
the Company's directors and Vestar Capital Partners as purported
class actions on behalf of the public shareholders of the Company
in the Circuit Court of Lee County, Florida. On January 3, 2008,
the plaintiff in the first case voluntarily dismissed his claims.
The second case was settled in principle on February 1, 2008 by the
parties with no admission of any liability. The settlement is
subject to court approval and consummation of the transactions
contemplated by the Merger Agreement. At this time there are no
other pending actions challenging the proposed merger. About
Radiation Therapy Services, Inc. Radiation Therapy Services, Inc.,
which operates radiation treatment centers primarily under the name
21st Century Oncology, is a provider of radiation therapy services
to cancer patients. The Company's 84 treatment centers are
clustered into 27 local markets in 16 states, including Alabama,
Arizona, California, Delaware, Florida, Kentucky, Maryland,
Massachusetts, Michigan, Nevada, New Jersey, New York, North
Carolina, Pennsylvania, Rhode Island and West Virginia. The Company
is headquartered in Fort Myers, Florida. More information about the
Company can be found at its Web site http://www.rtsx.com/. RTSXG
About Vestar Vestar Capital Partners is a leading international
private equity firm specializing in management buyouts and growth
capital investments. The firm's investment strategy is targeted
towards companies in the U.S., Europe and Japan with valuations in
the $100 million to $5 billion range. Since the firm's founding in
1988, the Vestar funds have completed over 60 investments in
companies with a total value of approximately $22 billion. These
companies have varied in size and geography and span a broad range
of industries. The firm's strategy is to invest behind incumbent
management teams, family owners or corporations in a creative,
flexible and entrepreneurial way with the overriding goal to build
long-term franchise value. Vestar currently manages funds with
committed capital totaling approximately $7 billion and has offices
or affiliates operating in New York, Boston, Denver, Milan, Munich
and Tokyo. Forward-Looking Statements This press release includes
statements that do not directly or exclusively relate to historical
facts. Such statements are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking
statements include statements regarding the completion of the
transaction. These statements are based on the current expectations
of management of Radiation Therapy Services, Inc. There are a
number of risks and uncertainties that could cause actual events to
differ materially from the forward-looking statements included in
this press release. For example, among other things, conditions to
the closing of the transaction may not be satisfied and the closing
of the transaction may involve unexpected delays. Additional
factors that may affect the future events or results of Radiation
Therapy Services, Inc. are set forth in its filings with the
Securities and Exchange Commission, including its most recent
Quarterly Report on Form 10-Q as well as in the proxy statement
relating to the proposed merger, which are available at
http://www.sec.gov/. Unless required by law, the Company undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Company Contact: David Watson, CFO Radiation Therapy
Services, Inc. (239) 931-7281 Media Contact: Jason Rando The Ruth
Group (646) 536-7025 DATASOURCE: Radiation Therapy Services, Inc.
CONTACT: David Watson, CFO of Radiation Therapy Services, Inc.,
+1-239-931-7281; or Jason Rando of The Ruth Group for Radiation
Therapy Services, Inc., +1-646-536-7025 Web site:
http://www.rtsx.com/
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