USON US Oncology (MM)

US Oncology Gets Stockholder Approval, Completes Its Tender Offer and Closes Merger With Oiler Acquisition Corp. HOUSTON, Aug. 20 /PRNewswire-FirstCall/ -- US Oncology, Inc. (NASDAQ:USON) ("US Oncology") reported that its stockholders, voting at a special meeting today, have approved the company's previously announced merger with Oiler Acquisition Corp., an entity formed by Welsh, Carson, Anderson & Stowe, the New York-based private equity firm. With stockholder approval of the merger, the parties today filed a certificate of merger with the Delaware Secretary of State to consummate the transaction. Pursuant to the terms of the merger, each of US Oncology's approximately 72.3 million outstanding shares of common stock, other than shares held in treasury, shares held by US Oncology Holdings, Inc. and Oiler Acquisition Corp. (each of which are affiliates of Welsh Carson), and by US Oncology stockholders who properly exercised and perfected appraisal rights, have been converted into the right to receive $15.05 in cash. US Oncology has appointed American Stock Transfer & Trust Company as the agent for payment of the merger consideration. US Oncology anticipates that the paying agent will contact stockholders soon with instructions on how to receive payment for the shares. Accordingly, the company's common shares will no longer trade on NASDAQ. In connection with the closing of the merger, US Oncology also announced that it has accepted for purchase all $172.0 million principal amount of its 9 5/8% Senior Subordinated Notes due 2012 that were validly tendered pursuant to its previously announced debt tender offer and consent solicitation, which amount represents approximately 98% of the total outstanding notes. The debt tender expired today at 9 a.m., New York City time. The settlement of the purchase of such notes occurred concurrently with the closing of the merger. US Oncology, headquartered in Houston, Texas, is America's premier cancer- care services company. US Oncology supports the cancer care community by providing medical oncology services, cancer center services and cancer research services. This press release contains forward-looking statements based on current management expectations. Numerous factors, including those related to market conditions, and those detailed from time-to-time in the US Oncology's filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine US Oncology's future results are beyond the ability of US Oncology to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. US Oncology undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. DATASOURCE: US Oncology, Inc. CONTACT: Steve Sievert of US Oncology, Inc., +1-832-601-6193, or Web site: http://www.usoncology.com/

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