NightHawk Radiology Holdings, Inc. Announces Dutch Tender Offer for Its Common Stock
The tender offer will expire at 5:00 p.m. Eastern Time on Friday, June 13,2008, unless extended by NightHawk. Tenders of NightHawk's common stock mustbe made prior to the expiration of the tender offer and may be withdrawn atany time prior to the expiration of the tender offer.
The modified Dutch auction will allow stockholders to indicate how manyshares and at which price within NightHawk's specified range they wish totender. Based on the number of shares tendered and the price specified by thetendering stockholders, NightHawk will determine the lowest price per sharewithin the range that will enable it to purchase up to 6,211,180 shares, orsuch lesser number of shares as are properly tendered. All shares accepted inthe tender offer will be purchased at the same price per share even if thestockholder tendered at a lower price. If the price per share determined inthe tender is less than $8.05, NightHawk expects to purchase additional sharessuch that a total of $50 million is used to purchase NightHawk's shares. Ifstockholders tender more than $50 million worth of shares at or below thedetermined purchase price per share, NightHawk will purchase $50 million ofshares, subject to proration.
The tender is subject to conditions and other terms set forth in thetender offer materials that are being distributed to stockholders and filedwith the Securities and Exchange Commission (SEC) today.
None of NightHawk, its board of directors, the dealer manager or theinformation agent is making any recommendation to NightHawk stockholders as towhether to tender or refrain from tendering their shares or as to the purchaseprice on any tender. NightHawk has been advised that none of its directors orexecutive officers intends to tender any shares pursuant to the offer. Thedealer manager for the tender offer will be Morgan Stanley & Co. Incorporated.The Information Agent for the tender offer will be Innisfree M&A Incorporatedand the Depositary for the tender offer will be Mellon Investor Services LLC.
This announcement is for informational purposes only and does notconstitute an offer to purchase nor a solicitation of an offer to sell sharesof NightHawk common stock. The solicitation of offers to buy shares ofNightHawk common stock will only be made pursuant to the offer to purchase,dated May 14, 2008 (as may be amended or supplemented), the related letter oftransmittal, and other related documents that NightHawk is sending to itsstockholders. The tender offer materials contain important information thatshould be read carefully before any decision is made with respect to thetender offer. Those materials are being distributed by NightHawk to itsstockholders at no expense to them. In addition, all of those materials (andall other offer documents filed with the SEC) will be available at no chargeon the SEC's Website at www.sec.gov and from the Information Agent.
NightHawk Radiology (Nasdaq: NHWK), headquartered in Coeur d'Alene, Idaho,is leading the transformation of the practice of radiology by providing high-quality, cost-effective solutions to radiology groups and hospitals throughoutthe United States. NightHawk provides the most complete suite of solutions,including professional services, business services, and its advanced,proprietary clinical workflow technology, all designed to increaseefficienc
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