US Oncology Announces Filing of Lawsuits Concerning Merger Agreement With Affiliate of Welsh, Carson, Anderson & Stowe
25 3월 2004 - 6:04AM
PR Newswire (US)
US Oncology Announces Filing of Lawsuits Concerning Merger
Agreement With Affiliate of Welsh, Carson, Anderson & Stowe
HOUSTON, March 24 /PRNewswire-FirstCall/ -- US Oncology, Inc.
announced today that two purported class action lawsuits have been
filed naming the company and each of its directors as defendants.
One of the lawsuits also names as a defendant Welsh, Carson,
Anderson & Stowe IX, L.P., an investment partnership which owns
approximately 14.5% of US Oncology's common stock. The complaints
allege, among other things, that the defendants have breached their
fiduciary duties to the stockholders of US Oncology by entering
into the merger agreement that was announced on March 22, 2004 for
the proposed merger of the company with Oiler Acquisition Corp., an
affiliate of Welsh Carson. Among other things, the consideration
offered in the merger is alleged to be inadequate and a result of
unfair dealing. The complaints seek an injunction against the
proposed transaction or, if it is consummated, rescinding the
transaction, as well as money damages, attorneys' fees, expenses
and other relief. The company believes that a third lawsuit
containing substantially similar allegations has been filed, and
additional lawsuits could be filed in the future. The company
stated that it believes that these lawsuits lack merit and it
intends to vigorously defend them. The lawsuits were filed in the
Court of Chancery of the State of Delaware by purported
stockholders of the company on behalf of all similarly situated
stockholders. Each alleges that a class should be certified and the
plaintiff be named as representative of the purported class. US
Oncology's Board of Directors approved the transaction following
the unanimous recommendation of aspecial committee composed of
independent directors that retained separate counsel and a
financial advisor, negotiated the merger agreement, and received a
fairness opinion. Under the terms of the merger agreement, the
holders of US Oncology common stock, other than Welsh Carson, will
receive $15.05 per share in cash for their shares. Upon completion
of the proposed merger, US Oncology will become a privately held
company. The closing of the transaction is subject to various
conditions contained in the merger agreement, including the
approval by the holders of a majority of US Oncology's shares held
by stockholders other than Welsh Carson and members of senior
management participating in the transaction, in addition to
majority stockholder approval statutorily required for a merger.
The merger agreement allows US Oncology until April 6, 2004 to
actively solicit other possible bidders and, thereafter, subject to
certain conditions, to respond to unsolicited inquiries by other
persons interested in acquiring the company. Should a superior
offer be received and accepted, US Oncology may, subject to certain
conditions (including payment of a "break-up" fee of $12 million),
terminate the merger agreement with the Welsh Carson affiliates.
Additional Information and Where to Find It The proposed
transaction will be submitted to US Oncology's stockholders for
their consideration, and US Oncology will file with the SEC a proxy
statement to be used to solicit stockholder approval of the
proposedtransaction, as well as other relevant documents concerning
the proposed transaction. US Oncology stockholders are urged to
read the proxy statement regarding the proposed transaction when it
becomes available and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because they will contain important information. You will be able
to obtain a free copy of the proxy statement, as well as other
filings containing information about US Oncology, at the SEC's
Internet site (http://www.sec.gov/ ). Copies of the proxy statement
and the SEC filings that will be incorporated by reference in the
proxy statement can also be obtained, without charge, by directing
a request to: US Oncology, Inc., 16825Northchase Drive, Suite 1300,
Houston, Texas 77060, Attention: Investor Relations, or by
telephone at (832) 601-8766 or by e-mail to . Participants in the
Solicitation US Oncology and its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from the US Oncology
stockholders in favor of the transaction. Information concerning
persons who may be deemed participants in the solicitation of US
Oncology stockholders under the rules of the SEC is set forth in
public filings filed by US Oncology with the SEC, including US
Oncology's proxy statement for its 2003 annual meeting filed with
the SEC on May 21, 2003, and will be set forth in the proxy
statement when it is filed with the SEC. About US Oncology US
Oncology, headquartered in Houston, Texas, is America's premier
cancer- care services company. The company provides comprehensive
services to a network of affiliated practices comprising more than
875 affiliated physicians in over 470 sites, including 78
integrated cancer centers, in 32 states. These practices care for
approximately 15 percent of the country's new cancer cases each
year. US Oncology's mission is to enhance access to high-quality
cancer care in America. The company's strategies to accomplish this
mission include: (a) helping practices lower their pharmaceutical
and administration costs, (b) providing the capital and expertise
to expand and diversify into radiation oncology and diagnostic
radiology, (c) providing sophisticated management services to
enhance profitability and (d) providing access to and managing
clinical research trials. In addition, the company assists
practices in negotiations with private payors, in implementing
programs to enhance efficiencies with respect to drugs and in
expanding service offerings such as positron emission tomography
and intensity modulated radiation therapy. This news release
contains forward-looking statements, including statements that
include the words "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "projects," or similar expressions
and statements regarding our prospects. All statements other than
statements of historical fact included in this news release are
forward-looking statements. Although the company believes that the
expectations reflected in such statements are reasonable, it can
give no assurance that such expectations will prove to have been
correct. Such expectations are subject to risks and uncertainties,
including the possibility that the merger may not occur due to the
failure of the parties to satisfy the conditions in the merger
agreement, such as the inability of Welsh Carson to obtain
financing, the failure of US Oncology to obtain stockholder
approval or the occurrence of events that would have a material
adverse effect on US Oncology as described in the merger agreement.
Additional risks and uncertainties relating to the company's
operations include recent legislation relating to prescription drug
reimbursement under Medicare, including the way in which such
legislation is implemented with respect to modifications in
practice expense reimbursement, calculation of average sales price,
implementation of third-party vendor programs and other matters,
the impact of the recent legislation on other aspects of our
business (such as private payor reimbursement, the company's
ability to obtain favorable pharmaceutical pricing, the ability of
practices to continue offering chemotherapy services to Medicare
patients or maintaining existing practice sites, physician response
to the legislation, including with respect to retirement or choice
of practice setting, development activities, and the possibility of
additional impairments of assets, including management services
agreements), reimbursement for pharmaceutical products generally,
our ability to maintain good relationships with existing practices,
expansion into new markets and development of existing markets, our
ability to complete cancer centers and PET facilities currently in
development, our ability to recover the costs of our investments in
cancer centers, our ability to complete negotiations and enter into
agreements with practices currently negotiating with us,
reimbursement for health-care services, continued efforts by payors
to lower their costs, government regulation and enforcement,
continued relationships with pharmaceutical companies and other
vendors, changes in cancer therapy or the manner in which care is
delivered, drug utilization, increases in the cost of providing
cancer treatment services and the operations of the company's
affiliated physician practices. Please refer to the company's
filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for 2003 and Current Report on Form 8-K
dated March 20, 2004, for a more extensive discussion of factors
that could cause actual results to differ materially from the
company's expectations. DATASOURCE: US Oncology, Inc. CONTACT:
Investor Relations of US Oncology, Inc., +1-832-601-8766, or Web
site: http://www.sec.gov/ Web site: http://www.usoncology.com/
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