American Dental Partners Announces Acquisition By JLL Partners for $19 Per Share
07 Novembro 2011 - 9:08AM
American Dental Partners, Inc. (Nasdaq:ADPI) today announced that
it has entered into a definitive agreement to be acquired by funds
affiliated with JLL Partners, Inc. ("JLL"), a leading private
equity firm, that provides for holders of the Company's outstanding
common shares to receive $19.00 per share in cash. The price
represents a premium of 83% to the closing price of the common
shares as of November 4, 2011. The transaction is valued at
approximately $398 million, including $81 million in currently
outstanding debt.
A special committee of the Company's board of directors,
composed of six independent directors, negotiated the transaction
and recommended it to the full board.
The special committee of the Company's board is being advised by
an independent financial advisor, Greenhill & Co, LLC, and an
independent legal advisor, Wilmer Cutler Pickering Hale and Dorr
LLP. BofA Merrill Lynch is acting as financial advisor to the
Company and Baker & Hostetler, LLP is acting as legal advisor
to the Company. Simpson Thacher & Bartlett LLP is acting
as legal advisor to JLL. Jefferies & Co. is acting as
financial advisor to JLL.
It is expected that Gregory A. Serrao, the Company's Chief
Executive Officer, and other members of senior management will
continue in their roles with the Company after the completion of
the transaction.
JLL has secured committed debt financing from KeyBank National
Association, CIT Healthcare, LLC and NXT Capital, LLC to finance
the acquisition.
Under the terms of the merger agreement, the Company may solicit
acquisition proposals from third parties for a period of 40
calendar days from the date of the merger agreement. The merger
agreement provides JLL a customary right to match a superior
proposal. There can be no assurance that this process will
result in a superior proposal. If there is not a superior
offer, the transaction is expected to close during the first
quarter of 2012, subject to customary closing conditions, including
receipt of shareholder and regulatory approvals. The Company
does not intend to disclose developments with respect to the
solicitation process until the process is concluded.
American Dental Partners also announced today that it will not
host a conference call/webcast to discuss its fiscal 2011 third
quarter results.
About American Dental Partners
American Dental Partners is one of the nation's leading business
partners to dental group practices. The Company is affiliated
with 27 dental group practices, which have 282 dental facilities
with approximately 2,404 operatories located in 21 states.
About JLL Partners
JLL Partners is a New York-based leading private equity
investment firm with approximately $4 billion of capital under
management. JLL's investment philosophy is to partner with
outstanding management teams and invest with them in companies that
they can continue to grow into market leaders. JLL has
invested in a variety of industries, with special focus on
healthcare services, financial services and business services.
More information on JLL can be found on the website
www.jllpartners.com.
Forward-Looking Statements:
Certain statements herein are "forward-looking statements"
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
reflect the Company's current expectations or beliefs concerning
future events and actual results of operations may differ
materially from historical results or current
expectations. Any such forward-looking statements are subject
to various risks and uncertainties, including but not limited to
risks associated with overall or regional economic conditions,
dependence upon affiliated dental practices, contracts the
affiliated practices have with third-party payors, government
regulation of the dental industry, the impact of health care
reform, dependence upon service agreements and the impact of any
terminations or potential terminations of such contracts, business
interruptions, the outcome of pending litigation, the Company's
acquisition and affiliation strategy, the parties' ability to
consummate the proposed acquisition of the Company on the
contemplated timeline and other factors that are set forth in the
Company's Form 10-K and in all filings with the SEC made by the
Company subsequent to the filing of the Form 10-K. The
Company does not undertake to publicly update or revise its
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It:
This communication may be deemed to be solicitation material in
respect of the proposed Merger. In connection with the
proposed transaction, the Company intends to file a proxy statement
and other relevant materials with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT
MATERIALS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE
THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may
obtain a free copy of the proxy statement and other documents filed
by the Company with the Securities and Exchange Commission (when
available) at the Securities and Exchange Commission's website at
http://www.sec.gov or at the Company's website at
http://www.amdpi.com. The proxy statement and other relevant
materials (when available) may also be obtained for free from the
Company by directing a request to American Dental Partners, Inc.,
401 Edgewater Place, Suite 430, Wakefield, Massachusetts 01880,
telephone (781) 224-0880. The contents of the websites
referenced above are not deemed to be incorporated by reference
into the proxy statement.
Participants in
Solicitation:
The Company 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 Company's
stockholders in connection with the proposed
Merger. Information concerning the interests of the Company's
participants in the solicitation is, and will be, set forth in the
Company's proxy statements and Annual Reports on Form 10-K,
previously or in the future filed with the Securities and Exchange
Commission, and in the proxy statements relating to the proposed
transaction when it becomes available. Each of these documents
is, or will be, available free of charge at the Securities and
Exchange Commission's website at http://www.sec.gov and from the
Company at http://www.amdpi.com, or by directing a request to
American Dental Partners, Inc., 401 Edgewater Place, Suite 430,
Wakefield, Massachusetts 01880, telephone (781) 224-0880.
CONTACT: Gregory A. Serrao
Chairman, President and Chief Executive Officer
781-224-0880
Breht T. Feigh
Executive Vice President,
Chief Financial Officer and Treasurer
781-224-0880
Dalia Cohen
Investor Relations
JLL Partners
212-210-9334
Media Contact:
Mary Zimmerman
Brunswick Group
212-333-3810
American Dental Partners (NASDAQ:ADPI)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
American Dental Partners (NASDAQ:ADPI)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024