Radiologix (AMEX:RGX)
Historical Stock Chart
From Jan 2020 to Jan 2025
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.