Virtual Radiologic Corporation (NASDAQ:VRAD), a national
radiology practice and a leader in the development of radiologist
workflow technology, and Providence Equity Partners, a leading
global private equity firm that manages over $22 billion in equity
capital, today announced that they have entered into a definitive
agreement under which Providence will acquire all of the
outstanding common stock of vRad for $17.25 per share in cash. The
offer price represents a premium of 41.7 percent over the 30-day
average closing stock price of $12.18 as of May 14, 2010, and a
premium of 54.9 percent over the three month average closing stock
price of $11.13. Based on the per share consideration, the
transaction is valued at approximately $294 million.
vRad’s board of directors unanimously approved the agreement and
recommends that shareholders vote in favor of the
transaction. vRad’s co-founder and Chief Medical Officer, Dr.
Eduard Michel, who owns 6.0% of the Company’s outstanding common
shares, and Generation Partners, which owns 25.3% of the Company’s
common shares, have executed Voting Agreements pursuant to which
they have agreed to vote in favor of the transaction. The
transaction is expected to be completed in the third quarter of
2010, subject to customary closing conditions, and regulatory and
shareholder approvals. Upon completion, vRad will become a private
company, wholly owned by Providence.
“We believe that this transaction provides an attractive,
all-cash valuation that is in the best interests of our
stockholders,” said Rob Kill, vRad’s Chairman and Chief Executive
Officer. “We are very pleased to have an experienced partner in
Providence who shares our commitment to delivering the highest
quality patient care backed by industry-leading service
levels.”
“vRad is an innovative company that is using its unique,
proprietary technology and intense focus on quality and reliability
to transform the way radiologic care is delivered,” said Peter O.
Wilde, a managing director at Providence. “Rob has assembled a
talented team at the company, and we look forward to working with
him to continue to deliver value to the company’s clients over the
long-term.”
Goldman, Sachs & Co. is serving as financial advisor and
Oppenheimer Wolff & Donnelly LLP is serving as legal counsel to
Virtual Radiologic. Weil, Gotshal & Manges LLP is serving as
legal counsel to Providence Equity Partners.
Additional Information and Where to Find It
The proposed transaction will be submitted to Virtual
Radiologic’s stockholders for their consideration, and Virtual
Radiologic will file with the SEC a proxy statement to be used to
solicit stockholder approval of the proposed transaction, as well
as other relevant documents concerning the proposed transaction.
VIRTUAL RADIOLOGIC STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain
a free copy of the proxy statement, as well as other filings
containing information about Virtual Radiologic, at the SEC's
Internet site (http://www.sec.gov). Copies of the proxy
statement and the SEC filings that will be incorporated by
reference in the proxy statement can also be obtained, without
charge, by directing a request to: Virtual Radiologic Corporation,
11995 Singletree Lane, Suite 500, Eden Prairie, MN 55344,
Attention: Investor Relations, or by telephone at (952) 595-1100 or
by e-mail to info@virtualrad.com.
Virtual Radiologic and its directors and certain executive
officers may be deemed to be participants in the solicitation of
proxies from Virtual Radiologic’s stockholders in respect of the
proposed transaction. Information about the directors and executive
officers of Virtual Radiologic and their respective interests in
Virtual Radiologic by security holdings or otherwise is set forth
in its proxy statements and Annual Reports on Form 10-K previously
filed with the SEC. Investors may obtain additional information
regarding the interests of the participants by reading the proxy
statement regarding the acquisition when it becomes available. Each
of these documents is, or will be, available for free at the SEC’s
web site at www.sec.gov and at the Investor Relations page of
Virtual Radiologic’s web site at www.virtualrad.com.
About Providence Equity
Partners
Providence Equity Partners is the leading global private equity
firm specializing in equity investments in media, entertainment,
communications and information companies around the world. The
principals of Providence manage funds with over $22 billion in
equity commitments and have invested in more than 100 companies
operating in over 20 countries since the firm’s inception in 1989.
Significant investments include Archipelago Learning, Bresnan
Broadband Holdings, Casema, Com Hem, Digiturk, Education Management
Corporation, eircom, Hulu, Idea Cellular, ikaSystems Corporation,
Kabel Deutschland, NexTag, Ono, PanAmSat, ProSiebenSat.1,
Recoletos, TDC, Univision, VoiceStream Wireless, Warner Music
Group, Western Wireless and Yankees Entertainment and Sports
Network. Providence is headquartered in Providence, RI (USA) and
has offices in New York, London, Los Angeles, Hong Kong and New
Delhi. Visit www.provequity.com for more information.
About Virtual
Radiologic
Virtual Radiologic Corporation (vRad) is a 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 (21% of
U.S. hospitals), 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.
Safe Harbor for Forward-Looking and Cautionary
Statements
Certain statements in this press release 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,
including, in particular, statements about our plans, objectives,
strategies and prospects regarding, among other things, our
business and results of operations. These statements can be
identified by the use of words such as “will,” “believe,” “expect,”
and “anticipate” and similar terms or expressions of future
expectation. These statements involve a number of risks,
uncertainties and other factors that could cause actual results,
performance or achievements of Virtual Radiologic Corporation to be
materially different from any future results, performance or
achievements expressed or implied by these forward-looking
statements. For example, among other things, conditions to the
closing of the transaction may not be satisfied and the transaction
may involve unexpected costs, liabilities, or delays, any of which
could cause the transaction to not be consummated. Additional
examples of such risks and uncertainties are set forth in our
Annual Report on Form 10-K, as well as our other filings with the
Securities and Exchange Commission. Virtual Radiologic Corporation
undertakes no duty to update these forward-looking statements due
to new information or as a result of future events.
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