Primedex Health Systems, Inc. Announces Closing of Acquisition of Radiologix, Inc.
16 November 2006 - 6:30AM
Business Wire
Primedex Health Systems, Inc. (OTCBB:PMDX) today announced the
completion of its previously announced acquisition of Radiologix,
Inc. (AMEX:RGX). Primedex has acquired Radiologix in a cash and
stock transaction which is valued, based upon the closing stock
price of Primedex on November 14, 2006, at $221 million, including
net debt as of September 30, 2006. With 134 locations throughout
the United States, the combined company will be the largest owner
and operator of fixed-site diagnostic imaging centers in the United
States. Under the terms of the agreement, Radiologix shareholders
received an aggregate consideration of 22,621,922 shares of
Primedex common stock and $42,950,000 in cash. Based upon
Primedex's closing share price on November 14, 2006, each
Radiologix shareholder received $1.79 in cash for each Radiologix
share, plus one share of Primedex common stock for a total
consideration of $4.59. Dr. Howard Berger, president and chief
executive officer of Primedex, stated, �The acquisition of
Radiologix, which I hope will bring long-term benefits to our
shareholders, employees, and patients alike, is a transforming
event for our company. Despite this transaction, which creates the
largest operator of fixed imaging centers, the $100 billion
diagnostic imaging landscape remains highly fragmented and full of
further opportunity. I believe this acquisition positions us in the
near future to capitalize on the dynamic changes I foresee in our
industry in the years to come. I welcome the Radiologix employees
into the Primedex family and believe their future contributions
will be valuable for the continued success of our company.� The
acquisition of Radiologix, a national provider of imaging services
headquartered in Dallas, Texas, allows Primedex to expand its
presence in California, and gives Primedex a concentrated platform
outside of California that it plans to optimize and grow. Primedex
will use the acquisition to further its strategies of geographic
clustering, exclusive capitation contracting and multi-modality
product offerings, which it will now be able to pursue on a
national scale. Bear, Stearns & Co. Inc. acted as exclusive
financial advisor to Radiologix with respect to the transaction.
Jefferies & Company, Inc. acted as exclusive financial advisor
to Primedex with respect to the transaction. Sheppard Mullin
Richter & Hampton LLP acted as outside legal counsel to
Primedex and Haynes & Boone acted as outside legal counsel to
Radiologix with respect to the transaction. ABOUT PRIMEDEX HEALTH
SYSTEMS, INC. Primedex Health Systems, Inc., is the California
market leader in providing high-quality, cost-effective diagnostic
imaging services through a network of fully-owned and operated
outpatient imaging centers. As of October 31, 2006, Primedex owned
and operated 65 facilities. For its fiscal year ended October 31,
2006, Primedex and its subsidiaries performed approximately
1,000,000 diagnostic imaging procedures. At October 31, 2006,
together with Beverly Radiology Medical Group, the medical group
that provides medical services to the majority of the Company's
locations, the Company had a total of 950 full-time and 375
part-time and per-diem employees. For more information, visit
www.radnet.com. FORWARD LOOKING STATEMENTS This press release
contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. Specifically,
statements concerning the benefits of the proposed transaction,
expected synergies, anticipated future financial and operating
performance, and Primedex Health Systems' ability to continue to
grow the business by generating patient referrals and contracts
with radiology practices, recruiting and retaining technologists,
and receiving third-party reimbursement for diagnostic imaging
services, as well as Primedex's financial guidance, are
forward-looking statements within the meaning of the Safe Harbor.
Forward-looking statements are based on management's current,
preliminary expectations and are subject to risks and uncertainties
which may cause Primedex's actual results to differ materially from
the statements contained herein. These risks and uncertainties
include, among others, problems that may arise in successfully
integrating the businesses of the two companies; unexpected costs
involved in the transaction; the inability of the combined
companies to achieve cost-cutting synergies; future regulatory or
legislative actions in the industry; as well as those set forth in
Primedex's reports filed with the SEC, including its annual report
on Form 10-K for the year ended October 31, 2005, and Quarterly
Reports on Form 10-Q for the quarters ended January 31, 2006, April
30, 2006 and July 31, 2006 and the joint proxy statement/prospectus
dated October 20, 2006. Undue reliance should not be placed on
forward-looking statements, especially guidance on future financial
performance, which speaks only as of the date it is made. Primedex
undertakes no obligation to update publicly any forward-looking
statements to reflect new information, events or circumstances
after the date they were made, or to reflect the occurrence of
unanticipated events. Primedex Health Systems, Inc. (OTCBB:PMDX)
today announced the completion of its previously announced
acquisition of Radiologix, Inc. (AMEX:RGX). Primedex has acquired
Radiologix in a cash and stock transaction which is valued, based
upon the closing stock price of Primedex on November 14, 2006, at
$221 million, including net debt as of September 30, 2006. With 134
locations throughout the United States, the combined company will
be the largest owner and operator of fixed-site diagnostic imaging
centers in the United States. Under the terms of the agreement,
Radiologix shareholders received an aggregate consideration of
22,621,922 shares of Primedex common stock and $42,950,000 in cash.
Based upon Primedex's closing share price on November 14, 2006,
each Radiologix shareholder received $1.79 in cash for each
Radiologix share, plus one share of Primedex common stock for a
total consideration of $4.59. Dr. Howard Berger, president and
chief executive officer of Primedex, stated, "The acquisition of
Radiologix, which I hope will bring long-term benefits to our
shareholders, employees, and patients alike, is a transforming
event for our company. Despite this transaction, which creates the
largest operator of fixed imaging centers, the $100 billion
diagnostic imaging landscape remains highly fragmented and full of
further opportunity. I believe this acquisition positions us in the
near future to capitalize on the dynamic changes I foresee in our
industry in the years to come. I welcome the Radiologix employees
into the Primedex family and believe their future contributions
will be valuable for the continued success of our company." The
acquisition of Radiologix, a national provider of imaging services
headquartered in Dallas, Texas, allows Primedex to expand its
presence in California, and gives Primedex a concentrated platform
outside of California that it plans to optimize and grow. Primedex
will use the acquisition to further its strategies of geographic
clustering, exclusive capitation contracting and multi-modality
product offerings, which it will now be able to pursue on a
national scale. Bear, Stearns & Co. Inc. acted as exclusive
financial advisor to Radiologix with respect to the transaction.
Jefferies & Company, Inc. acted as exclusive financial advisor
to Primedex with respect to the transaction. Sheppard Mullin
Richter & Hampton LLP acted as outside legal counsel to
Primedex and Haynes & Boone acted as outside legal counsel to
Radiologix with respect to the transaction. ABOUT PRIMEDEX HEALTH
SYSTEMS, INC. Primedex Health Systems, Inc., is the California
market leader in providing high-quality, cost-effective diagnostic
imaging services through a network of fully-owned and operated
outpatient imaging centers. As of October 31, 2006, Primedex owned
and operated 65 facilities. For its fiscal year ended October 31,
2006, Primedex and its subsidiaries performed approximately
1,000,000 diagnostic imaging procedures. At October 31, 2006,
together with Beverly Radiology Medical Group, the medical group
that provides medical services to the majority of the Company's
locations, the Company had a total of 950 full-time and 375
part-time and per-diem employees. For more information, visit
www.radnet.com. FORWARD LOOKING STATEMENTS This press release
contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. Specifically,
statements concerning the benefits of the proposed transaction,
expected synergies, anticipated future financial and operating
performance, and Primedex Health Systems' ability to continue to
grow the business by generating patient referrals and contracts
with radiology practices, recruiting and retaining technologists,
and receiving third-party reimbursement for diagnostic imaging
services, as well as Primedex's financial guidance, are
forward-looking statements within the meaning of the Safe Harbor.
Forward-looking statements are based on management's current,
preliminary expectations and are subject to risks and uncertainties
which may cause Primedex's actual results to differ materially from
the statements contained herein. These risks and uncertainties
include, among others, problems that may arise in successfully
integrating the businesses of the two companies; unexpected costs
involved in the transaction; the inability of the combined
companies to achieve cost-cutting synergies; future regulatory or
legislative actions in the industry; as well as those set forth in
Primedex's reports filed with the SEC, including its annual report
on Form 10-K for the year ended October 31, 2005, and Quarterly
Reports on Form 10-Q for the quarters ended January 31, 2006, April
30, 2006 and July 31, 2006 and the joint proxy statement/prospectus
dated October 20, 2006. Undue reliance should not be placed on
forward-looking statements, especially guidance on future financial
performance, which speaks only as of the date it is made. Primedex
undertakes no obligation to update publicly any forward-looking
statements to reflect new information, events or circumstances
after the date they were made, or to reflect the occurrence of
unanticipated events.
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