American Dental Partners Announces End of "Go-Shop" Period
15 Dezembro 2011 - 11:01AM
American Dental Partners, Inc. (Nasdaq:ADPI) ("American Dental
Partners" or the "Company") today announced the expiration of the
40-day "go-shop" period during which the Company solicited
alternative proposals to the proposed acquisition of the Company by
funds affiliated with JLL Partners, Inc. ("JLL"), a leading private
equity fund. The "go-shop" process was expressly contemplated by
the previously announced Agreement and Plan of Merger, dated as of
November 4, 2011, that the Company entered into with JLL Crown
Holdings, LLC, a Delaware limited liability company, and JLL Crown
Merger Sub, Inc.
After a broad solicitation of financial and strategic parties
during the go-shop period, which ended at 11:59 p.m. (Eastern time)
on December 14, 2011, the Company did not receive any acquisition
proposals.
The Company expects the transaction to close in the first
quarter of 2012, subject to satisfaction of the closing conditions
described in the merger agreement, including receipt of stockholder
approval.
Greenhill & Co, LLC is the financial advisor to the special
committee of the Company's board of directors, and BofA Merrill
Lynch is the financial advisor to the Company's board of
directors.
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
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 has filed a preliminary proxy statement
with the SEC related to the merger on November 29,
2011. When completed, a definitive proxy statement and a form
of proxy will be mailed to the stockholders of the Company.
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: American Dental Partners, Inc.
401 Edgewater Place, Suite 430
Wakefield, MA 01880
Phone: 781/224-0880
Fax: 781/224-4216
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
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