Attached files
file | filename |
---|---|
8-K - FORM 8-K - Virtual Radiologic CORP | c58264e8vk.htm |
EX-2.1 - EX-2.1 - Virtual Radiologic CORP | c58264exv2w1.htm |
EX-10.1 - EX-10.1 - Virtual Radiologic CORP | c58264exv10w1.htm |
EX-99.2 - EX-99.2 - Virtual Radiologic CORP | c58264exv99w2.htm |
EX-10.2 - EX-10.2 - Virtual Radiologic CORP | c58264exv10w2.htm |
Exhibit 99.1
Virtual Radiologic Media Contacts:
|
Providence Media Contact: | |
Les Mann
|
Andrew Cole | |
952.595.1295
|
212.687.8080 | |
les.mann@vrad.com
|
acole@sardverb.com | |
Matt Sullivan |
||
612.817.1385 |
||
msullivan@psbpr.com |
FOR IMMEDIATE RELEASE
VIRTUAL RADIOLOGIC TO BE ACQUIRED BY PROVIDENCE EQUITY PARTNERS
Stockholders to receive $17.25 per share in cash;
transaction valued at approximately $294 million
transaction valued at approximately $294 million
Eden
Prairie, Minn. and Providence, RI, May 17, 2010 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.
vRads board of directors unanimously approved the agreement and recommends that shareholders vote
in favor of the transaction. vRads co-founder and Chief Medical Officer, Dr. Eduard Michel, who
owns 6.0% of the Companys outstanding common shares, and Generation Partners, which owns 25.3% of
the Companys 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, vRads 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 companys clients over the
long-term.
νRad is ranked No. 1 in the 2009 KLAS® Teleradiology Services Category for Second Consecutive Year
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 Radiologics 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 SECs
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 Radiologics 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 SECs web site at www.sec.gov and at the Investor
Relations page of Virtual Radiologics 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 firms 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.
νRad is ranked No. 1 in the 2009 KLAS® Teleradiology Services Category for Second Consecutive Year
About Virtual Radiologic
Virtual Radiologic Corporation (vRad) is a national radiology practice working in partnership with
local radiologists and hospitals to optimize radiologys pivotal role in patient care. vRads 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.
###
νRad is ranked No. 1 in the 2009 KLAS® Teleradiology Services Category for Second Consecutive Year