EDEN PRAIRIE, Minn. and
SCOTTSDALE, Ariz., Nov. 9, 2010 /PRNewswire/ -- Virtual Radiologic
(vRad) and NightHawk Radiology (Nasdaq: NHWK) (NightHawk),
announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, for vRad's
previously announced proposed merger with NightHawk, has
terminated.
vRad, a national radiology practice and leader in the
development of radiologist workflow technology, announced on
September 27 that it would acquire
all of the outstanding shares of NightHawk Radiology Holdings,
Inc., a leading provider of radiology solutions, for $6.50 per share in cash. The offer price
represented a premium of 100% over NightHawk's closing stock price
of $3.25 per share on September 24, 2010, the last trading day prior to
the announcement. The transaction is valued at approximately
$170 million.
"With this step, we are closer to bringing together vRad and
NightHawk's combined capabilities to deliver expanded access to
subspecialty expertise to our clients, helping improve the quality
of patient care across the United
States," said vRad President and Chief Executive Officer
Rob Kill. "We look forward to
working with NightHawk's team members and affiliated radiologists
to deliver the highest quality radiology service in the
country."
"The merger of NightHawk and vRad will position the combined
organization to better serve our clients' rapidly expanding needs,
and enhance our ability to partner with local radiologists in
delivering outstanding patient care," said NightHawk President and
CEO Dave Engert, who will remain as
an advisor following the close of the transaction.
The termination of the HSR waiting period is a requisite step
toward closing, which remains subject to approval by NightHawk's
stockholders and other customary conditions. The transaction is now
expected to be completed late in the fourth quarter of 2010 or
early in the first quarter of 2011.
Additional Information and Where to Find It
In connection with proposed transaction, NightHawk has filed
with the Securities and Exchange Commission (SEC) a preliminary
proxy statement and will file and mail a definitive proxy statement
and may file other relevant documents regarding the proposed
transaction to NightHawk's stockholders. NIGHTHAWK'S STOCKHOLDERS
ARE URGED TO READ NIGHTHAWK'S PRELIMINARY PROXY STATEMENT AND, WHEN
AVAILABLE, DEFINITIVE PROXY STATEMENT IN CONNECTION WITH
NIGHTHAWK'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE
HELD TO APPROVE THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT NIGHTHAWK AND THE PROPOSED TRANSACTION.
NightHawk's stockholders may obtain a free copy of these documents,
as well as other filings containing information about NightHawk, at
the SEC's website www.sec.gov. NightHawk's stockholders will also
be able to obtain, without charge, a copy of the proxy statement
and any other relevant documents (when available) by directing a
request to: 4900 N. Scottsdale Road, 6th Floor, Scottsdale, Arizona 85251, Attention: Investor
Relations, or by telephone at (866) 400-4295 or through NightHawk's
website at www.nighthawkrad.net.
NightHawk and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from NightHawk's
stockholders in respect of the proposed transaction. Information
about the directors and executive officers of NightHawk and their
respective interests in NightHawk by security holdings or otherwise
is set forth in its preliminary proxy statement filed in connection
with the proposed transaction, which was filed with the SEC on
October 7, 2010. Investors may obtain
additional information regarding the interests of the participants
by reading the proxy statement and other relevant documents
regarding the proposed transaction when they become available.
Forward-Looking Statements
This press release contains statements that are forward-looking
statements as defined within the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, but
are not limited to, statements regarding the estimated timing of
the completion of the merger and are subject to risks and
uncertainties that could cause actual results to differ materially
from the statements made, including general economic conditions,
competitive conditions in the radiology industry, and regulatory
risks.
Such risks also include failure to satisfy the conditions of the
proposed transaction, including failure to obtain the required
approvals of NightHawk's stockholders; the costs and expenses
associated with the proposed transaction; contractual restrictions
on the conduct of NightHawk's business included in the merger
agreement; the potential loss of key personnel, disruption of
NightHawk's business or any impact on NightHawk's relationships
with third parties as a result of the proposed transaction; any
delay in consummating the proposed merger or the failure to
consummate the transaction; and the outcome of, or expenses
associated with, any litigation which may arise in connection with
the proposed transaction.
Other factors that could cause NightHawk's operating and
financial results to differ are described in the company's periodic
reports filed with the SEC. Other risks may be detailed from time
to time in reports to be filed with the SEC. NightHawk does not
undertake any obligation to publicly update its forward-looking
statements based on events or circumstances after the date hereof,
except as required by law.
About Virtual Radiologic
Virtual Radiologic Corporation (vRad) is a privately owned
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, reading 3 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.
About NightHawk
NightHawk Radiology (Nasdaq: NHWK) is leading the transformation
of the practice of radiology by providing high-quality,
cost-effective solutions in the U.S. NightHawk provides the most
complete suite of solutions, designed to increase efficiencies and
improve the quality of patient care and the lives of radiologists.
NightHawk's team of U.S. board-certified, state-licensed and
hospital-privileged physicians are located in the United States, Australia and Switzerland. They provide services 24 hours a
day, 7 days a week, to nearly 1,500 sites. For more information,
visit www.nighthawkrad.net.
SOURCE vRad