EDEN PRAIRIE, Minn. and
SCOTTSDALE, Ariz., Dec. 22, 2010 /PRNewswire/ -- Virtual Radiologic
(vRad) and NightHawk Radiology (Nasdaq: NHWK) today announced the
completion of their previously announced merger, with NightHawk
continuing as a wholly owned subsidiary of vRad. Under the
terms of the merger agreement, vRad, a technology-enabled national
radiology practice and leader in the development of radiologist
workflow technology, acquired all of the outstanding shares of
NightHawk for $6.50 per share in
cash. Following the transaction, the companies will provide
enhanced services to radiology groups and hospitals nationwide,
accelerating vRad's stated commitment to optimize radiology's
critical role in the delivery of patient care.
vRad and NightHawk merged in recognition of the widespread
market need to deliver the highest quality patient care in the most
efficient manner possible. The combined organization will offer
radiology practices and hospitals access to 325 affiliated
radiologists, over 75% of which are fellowship-trained
subspecialists. These radiologists will serve nearly 2,700
healthcare facilities across all 50 states, and will read in excess
of 7 million studies annually.
"The scope of our services has grown beyond just offering
off-hours preliminary reads. Today's healthcare environment demands
increasing access to subspecialists, along with technology-enabled,
efficient workflow," said Eduard
Michel, MD, Neuroradiologist, Chief Medical Officer and vRad
co-founder. "It's exciting to offer the depth of subspecialty
expertise of our combined practices."
"Our clients' need for expanded access, improved quality and
reduced cost is clear. This combination brings together both
companies' talented team members and affiliated radiologists. It
will enhance the quality of patient care across the United States, and improve the efficiency
of delivering it," said vRad President and Chief Executive Officer
Rob Kill. "Additionally, both
companies have publicly committed to partnering with our local
radiologist clients, not competing with them. That commitment
remains a fundamental component of our business strategy," said
Kill.
With the closing of the transaction, NightHawk's common stock
will cease to trade on NASDAQ at market close today and will be
delisted. Letters of transmittal allowing former NightHawk
stockholders to deliver their shares to the paying agent in
exchange for payment of the merger consideration will be
distributed promptly.
For more information about vRad's products and services, please
visit www.vrad.com, email info@vRad.com or call (800) 737-0610.
In conjunction with the merger, a senior secured credit facility
was provided by GE Capital, Healthcare Financial Services, as
administrative agent (GE Capital Markets, Inc., as Joint Lead
Arranger), and SunTrust Bank as syndication agent (SunTrust
Robinson Humphrey as Joint Lead Arranger). Morgan Stanley &
Co., Incorporated, served as NightHawk's financial advisor.
Wilson Sonsini Goodrich &
Rosati, Professional Corporation, served as legal counsel to
NightHawk. Weil, Gotshal & Manges LLP served as legal counsel
to vRad. KPMG LLP provided transaction and tax advisory services to
vRad.
About Virtual Radiologic
Virtual Radiologic Corporation (vRad) is a technology-enabled
national radiology practice working in partnership with local
radiologists and hospitals to optimize radiology's pivotal role in
patient care. vRad's more than 325 radiologists serve 2700+
facilities, reading 7 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.
SOURCE Virtual Radiologic