Radiologix (AMEX:RGX)
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Primedex Health Systems, Inc. (OTCBB:PMDX) announced today that its
stockholders have approved the company's acquisition of Radiologix, Inc.
(AMEX:RGX), which is scheduled to close later today. Primedex will
acquire Radiologix in a cash and stock transaction valued at the time of
announcement on July 7, 2006, at approximately $208 million, including
net debt. 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. After the acquisition, Primedex
will have 83 centers in California, 31 centers in Maryland, 12 centers
in New York and 8 centers in other states, including Florida, Kansas,
Colorado and Minnesota.
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.
Primedex's stockholders also approved the following proposals:
Election of Howard G. Berger, M.D., John V. Crues, III, M.D., Norman R
Hames, Lawrence L. Levitt, and David L. Swartz as directors
The change of the Company's corporate name to RadNet, Inc.
An increase in the authorized number of shares
Implementation of stock transfer restrictions in connection with
preserving its approximate $160 million tax net operating loss carry
forward
A 1 for 2 reverse stock split
Approval of the 2006 Stock Incentive Plan
The ratification of Moss Adams LLP as the company's independent
registered public accounting firm for the fiscal year ended October
31, 2006
Primedex will file an amendment to its Certificate of Incorporation on
November 27, 2006 effecting the Company's name change to RadNet, Inc.,
increasing the authorized number of shares and completing the 1 for 2
reverse stock split.
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) announced today that
its stockholders have approved the company's acquisition of
Radiologix, Inc. (AMEX:RGX), which is scheduled to close later today.
Primedex will acquire Radiologix in a cash and stock transaction
valued at the time of announcement on July 7, 2006, at approximately
$208 million, including net debt. 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. After the acquisition, Primedex will have 83 centers in
California, 31 centers in Maryland, 12 centers in New York and 8
centers in other states, including Florida, Kansas, Colorado and
Minnesota.
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.
Primedex's stockholders also approved the following proposals:
-- Election of Howard G. Berger, M.D., John V. Crues, III, M.D.,
Norman R Hames, Lawrence L. Levitt, and David L. Swartz as
directors
-- The change of the Company's corporate name to RadNet, Inc.
-- An increase in the authorized number of shares
-- Implementation of stock transfer restrictions in connection
with preserving its approximate $160 million tax net operating
loss carry forward
-- A 1 for 2 reverse stock split
-- Approval of the 2006 Stock Incentive Plan
-- The ratification of Moss Adams LLP as the company's
independent registered public accounting firm for the fiscal
year ended October 31, 2006
Primedex will file an amendment to its Certificate of
Incorporation on November 27, 2006 effecting the Company's name change
to RadNet, Inc., increasing the authorized number of shares and
completing the 1 for 2 reverse stock split.
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.