News | September 28, 2010

Virtual Radiologic, Nighthawk Radiology Merge

September 28, 2010 – Virtual Radiologic (vRad), a national radiology practice and leader in the development of radiologist workflow technology, and NightHawk Radiology, a leading provider of radiology solutions to radiology groups across the United States, announced they have entered into a definitive agreement under which vRad will acquire all of the outstanding common stock of NightHawk Radiology Holdings Inc. for $6.50 per share in cash. The offer price represents a premium of 100 percent over NightHawk’s last closing stock price of $3.25 per share. The transaction is valued at approximately $170 million.
 
The combined entity will have 325 radiologists serving nearly 2,700 healthcare facilities across all 50 states and reading approximately 6 million studies annually. Additionally, more than 75 percent of the affiliated radiologists will be fellowship-trained subspecialists.

Upon the completion of the transaction, Rob Kill will continue to serve as president and CEO of the combined organization. Dave Engert will remain as a board advisor following the close of the transaction. The remainder of the leadership team will be drawn from the management teams of both companies. 

NightHawk’s board of directors unanimously approved the agreement and recommends that stockholders vote in favor of the transaction. The transaction is expected to be completed in the first quarter of 2011, subject to customary closing conditions, including the approval of NightHawk’s stockholders. 

In connection with proposed transaction, NightHawk will file with the Securities and Exchange Commission (SEC) a preliminary proxy statement and mail a definitive proxy statement and other relevant documents regarding the proposed transaction to NightHawk's stockholders.

For more information: nighthawkrad.net or vrad.com

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