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8-K - FORM 8-K - HEALTH GRADES INC | c03915e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - HEALTH GRADES INC | c03915exv2w1.htm |
EX-10.1 - EXHIBIT 10.1 - HEALTH GRADES INC | c03915exv10w1.htm |
EX-10.3 - EXHIBIT 10.3 - HEALTH GRADES INC | c03915exv10w3.htm |
EX-10.5 - EXHIBIT 10.5 - HEALTH GRADES INC | c03915exv10w5.htm |
EX-10.2 - EXHIBIT 10.2 - HEALTH GRADES INC | c03915exv10w2.htm |
EX-10.6 - EXHIBIT 10.6 - HEALTH GRADES INC | c03915exv10w6.htm |
EX-10.4 - EXHIBIT 10.4 - HEALTH GRADES INC | c03915exv10w4.htm |
Exhibit 99.1
HealthGrades, Inc. Agrees to be Acquired by Affiliate of Vestar Capital Partners V, L.P.
Golden, Colorado and New York, New York, July 28, 2010 Vestar Capital Partners V, L.P.
(Vestar) and Health Grades, Inc. (Nasdaq:HGRD) (HealthGrades) today announced a
definitive agreement for an affiliate of Vestar to acquire all of the outstanding shares of
HealthGrades for $8.20 per share, which represents a premium of approximately 32% over
HealthGrades 30-day average closing stock price, and a premium of approximately 29% over the
closing price of HealthGrades common stock on July 27, 2010, the last trading day prior to todays
announcement. The aggregate purchase price for the equity of HealthGrades is approximately $294
million (which consists of approximately 35.9 million shares, inclusive of all shares of common
stock outstanding, securities convertible into common stock and shares of common stock issuable
pursuant to a noncompete agreement with an executive officer).
Under the terms of an agreement unanimously approved by the Board of Directors of HealthGrades, an
affiliate of Vestar will commence an all-cash tender offer no later than August 10, 2010. The
offer will be conditioned upon the acquisition by Vestars affiliate of at least a majority of
HealthGrades shares on a fully-diluted basis pursuant to the tender offer and purchases pursuant
to tender and support agreements, and other customary closing conditions including regulatory
approval. Executive officers of HealthGrades beneficially owning approximately 21% of
HealthGrades fully diluted shares have entered into agreements to support the transaction and to
tender or otherwise sell shares to Vestars affiliate. Following completion of the tender offer,
the affiliate of Vestar will acquire all of the remaining publicly-held shares of HealthGrades at
$8.20 per share through a second-step merger.
Kerry Hicks, Chairman and Chief Executive Officer of HealthGrades, stated, We are pleased to
announce an agreement of HealthGrades to be acquired by Vestar Capital Partners. We believe the
acquisition price of $8.20 per share, which represents a premium of approximately 32% over our
30-day average closing stock price, represents a strong return for our stockholders and is a great
confirmation of all of the efforts of our management team and all of our employees.
Citigroup Global Markets Inc. is serving as financial advisor to HealthGrades. Shearman & Sterling
LLP and Faegre & Benson LLP are serving as legal counsel to HealthGrades. Kirkland & Ellis LLP is
serving as legal counsel to Vestar.
Conference Call and Webcast
HealthGrades will hold a conference call, which will also be broadcast live over the Internet, to discuss its financial results for the second quarter ended June 30, 2010, at 4:15 p.m. Eastern Time/2:15 p.m. Mountain Time on July 28, 2010. Details regarding accessing the conference call broadcast are available on HealthGrades website located at www.healthgrades.com.
HealthGrades will hold a conference call, which will also be broadcast live over the Internet, to discuss its financial results for the second quarter ended June 30, 2010, at 4:15 p.m. Eastern Time/2:15 p.m. Mountain Time on July 28, 2010. Details regarding accessing the conference call broadcast are available on HealthGrades website located at www.healthgrades.com.
About Vestar
Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe with valuations of $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firms founding in 1988, the Vestar funds have completed more than 65 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris.
Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe with valuations of $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firms founding in 1988, the Vestar funds have completed more than 65 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris.
About HealthGrades
HealthGrades is the leading independent healthcare ratings organization, providing quality ratings, profiles and cost information on the nations hospitals, physicians, nursing homes and prescription drugs. Millions of patients and many of the nations largest employers, health plans and hospitals rely on HealthGrades quality ratings, advisory services and decision-support resources. The HealthGrades network of websites, including HealthGrades.com and WrongDiagnosis.com, is a top-ten health property according to ComScore and is the Internets leading destination for patients choosing providers. More information on the company can be found at www.healthgrades.com.
HealthGrades is the leading independent healthcare ratings organization, providing quality ratings, profiles and cost information on the nations hospitals, physicians, nursing homes and prescription drugs. Millions of patients and many of the nations largest employers, health plans and hospitals rely on HealthGrades quality ratings, advisory services and decision-support resources. The HealthGrades network of websites, including HealthGrades.com and WrongDiagnosis.com, is a top-ten health property according to ComScore and is the Internets leading destination for patients choosing providers. More information on the company can be found at www.healthgrades.com.
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Additional Information and Where to Find It
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of HealthGrades common stock described in this announcement has not commenced. At the time the offer is commenced, an affiliate of Vestar (Merger Sub) will file a Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal, and other offer documents) with the U.S. Securities and Exchange Commission (SEC), and HealthGrades will file a Schedule 14D-9 Solicitation/Recommendation Statement, with respect to the offer. Holders of shares of HealthGrades are urged to read the relevant tender offer documents when they become available because they will contain important information that holders of HealthGrades securities should consider before making any decision regarding tendering their securities. Those materials and all other documents filed by Vestar or Merger Sub with the SEC will be available at no charge on the SECs web site at www.sec.gov. The Schedule TO Tender Offer Statement, Schedule 14D-9 Solicitation/Recommendation Statement and related materials may be obtained for free by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, Toll-Free Telephone: (888) 750-5834.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of HealthGrades common stock described in this announcement has not commenced. At the time the offer is commenced, an affiliate of Vestar (Merger Sub) will file a Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal, and other offer documents) with the U.S. Securities and Exchange Commission (SEC), and HealthGrades will file a Schedule 14D-9 Solicitation/Recommendation Statement, with respect to the offer. Holders of shares of HealthGrades are urged to read the relevant tender offer documents when they become available because they will contain important information that holders of HealthGrades securities should consider before making any decision regarding tendering their securities. Those materials and all other documents filed by Vestar or Merger Sub with the SEC will be available at no charge on the SECs web site at www.sec.gov. The Schedule TO Tender Offer Statement, Schedule 14D-9 Solicitation/Recommendation Statement and related materials may be obtained for free by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, Toll-Free Telephone: (888) 750-5834.
In addition, HealthGrades files annual and special reports and other information with the SEC. You
may read and copy any reports or other information filed by HealthGrades at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. HealthGrades filings with
the SEC are also available to the public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Contacts
For more information, please contact:
For more information, please contact:
Health Grades, Inc.:
Media Contact:
Scott Shapiro
(720) 219-8203
sshapiro@healthgrades.com
Scott Shapiro
(720) 219-8203
sshapiro@healthgrades.com
Investor Contact:
Allen Dodge
(303) 716-0041
adodge@healthgrades.com
Allen Dodge
(303) 716-0041
adodge@healthgrades.com
Vestar Capital Partners:
Carol Makovich
(203) 622-4781
carol@blicksilverpr.com
Carol Makovich
(203) 622-4781
carol@blicksilverpr.com
Kristin Celauro
(732) 291-5456
kristin@blicksilverpr.com
(732) 291-5456
kristin@blicksilverpr.com
Safe Harbor Statement
This press release contains forward-looking statements, including those relating to the anticipated acquisition of HealthGrades by an affiliate of Vestar. These forward-looking statements may be identified by words such as anticipate, expect, suggest, plan, believe, intend, estimate, target, project, could, should, may, will, would, continue, forecast, and other similar expressions. Each of these forward-looking statements involves risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. Various factors may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated acquisition. These risks and uncertainties associated include, among others, uncertainties as to how many of HealthGrades stockholders will tender their shares pursuant to the tender offer, the risk that competing offers will be made, and the possibility that various closing conditions to the tender offer or the subsequent merger may not be satisfied or waived, and the risk that stockholder litigation in connection with the tender offer and subsequent merger may result in significant costs of defense, indemnification and liability. Other factors that may cause HealthGrades actual results or developments to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in HealthGrades filings with the SEC, including the Risk Factors sections of HealthGrades periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of HealthGrades filings with the SEC may be obtained at the Investor Relations section of HealthGrades website at www.healthgrades.com or at www.sec.gov. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. Unless required by law, Health Grades does not undertake to update its forward-looking statements.
This press release contains forward-looking statements, including those relating to the anticipated acquisition of HealthGrades by an affiliate of Vestar. These forward-looking statements may be identified by words such as anticipate, expect, suggest, plan, believe, intend, estimate, target, project, could, should, may, will, would, continue, forecast, and other similar expressions. Each of these forward-looking statements involves risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. Various factors may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated acquisition. These risks and uncertainties associated include, among others, uncertainties as to how many of HealthGrades stockholders will tender their shares pursuant to the tender offer, the risk that competing offers will be made, and the possibility that various closing conditions to the tender offer or the subsequent merger may not be satisfied or waived, and the risk that stockholder litigation in connection with the tender offer and subsequent merger may result in significant costs of defense, indemnification and liability. Other factors that may cause HealthGrades actual results or developments to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in HealthGrades filings with the SEC, including the Risk Factors sections of HealthGrades periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of HealthGrades filings with the SEC may be obtained at the Investor Relations section of HealthGrades website at www.healthgrades.com or at www.sec.gov. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. Unless required by law, Health Grades does not undertake to update its forward-looking statements.
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