19.10.2007 21:57:00
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Vestar Capital Partners to Acquire Radiation Therapy Services, Inc. in $1.1 Billion Deal
Radiation Therapy Services, Inc. [Nasdaq: RTSX]
and Vestar Capital Partners today announced that the Company has entered
into an agreement to be purchased by Vestar Capital for $32.50 per share
plus assumed debt, for a deal valued at $1.1 billion.
The Board of Directors of Radiation Therapy Services has approved the
merger agreement on the unanimous recommendation of a Special Committee
of independent directors and recommends that Radiation Therapy Services’
shareholders adopt the agreement.
Since its founding in 1983, Radiation Therapy Services has created the
nation’s largest radiation- focused operator
of freestanding radiation treatment centers. The Company provides a
range of clinically advanced radiation therapy services to cancer
patients. The Company’s 83 treatment centers
are located in 27 markets in 16 states including Arizona, California,
Florida, and North Carolina.
"In Vestar, Radiation Therapy Services has
found a true partner who shares our commitment to patients,”
Dr. Daniel Dosoretz, Radiation Therapy Services’
Chief Executive Officer, said. "Our mission is
to create sophisticated treatment platforms to provide the best care for
cancer patients. I can think of no better ownership structure for the
Company to help us focus on this mission.” "Radiation Therapy Services leads the
industry in its reputation, quality of patient care, professionalism of
its staff, and strength of its management team,”
said Vestar Managing Director, James L. Elrod, Jr.
"Dr. Daniel Dosoretz, Dr. James Rubenstein,
Chief Medical Officer, Dr. Daniel Galmarini, Chief Technology Officer,
and the management team are recognized leaders in the field, committed
to clinical excellence,” Mr. Elrod added. "We
are excited to partner with them to extend the Company’s
mission of using the latest technologies to create quality outcomes for
more patients in more markets.”
Dr. Dosoretz, along with other members of senior management, currently
own approximately 40 percent of the Company’s
fully diluted shares, and have pledged, in the agreement, to vote their
shares in favor of the transaction. The management team will reinvest a
significant amount in the Company and will hold an important equity
position. In addition, a new management equity incentive program will be
put in place to further involve the Company’s
leadership in the ongoing business.
The Special Committee, comprised of certain of Radiation Therapy Services’
independent directors, issued the following statement: "After
a market check was conducted at the direction of the Special Committee
and with the assistance of the Company’s
financial advisor, Wachovia Capital Markets, LLC, Radiation Therapy
Services received an acquisition proposal from Vestar Capital Partners
and, after extensive negotiations and careful consideration in
conjunction with our financial advisor, Morgan Joseph & Co. Inc., the
Special Committee has unanimously concluded that this transaction is in
the best interest of our shareholders. This transaction will provide
Radiation Therapy Services’ shareholders with
a substantial cash premium over the current trading price of Radiation
Therapy Services’ common stock.”
The transaction is expected to close in the first quarter of 2008, and
is subject to shareholder approval. Wachovia Securities has committed to
provide debt financing for the transaction. Morgan Joseph & Co. Inc.
serves as financial advisor to the Special Committee and rendered an
opinion to the Special Committee as to the fairness, from a financial
point of view, to Radiation Therapy Services’
shareholders (other than management shareholders) of the consideration
to be received by those shareholders in the merger transaction and
Holland & Knight, LLP is serving as its legal counsel. Shumaker, Loop &
Kendrick, LLP is serving as legal counsel and Wachovia Capital Markets,
LLC is acting as financial advisor to Radiation Therapy Services. Vestar
was advised by Kirkland & Ellis LLP and Kennedy Covington Lobdell &
Hickman, L.L.P.
Wachovia Securities is the trade name for the corporate and investment
banking services of Wachovia Corporation and it subsidiaries, including
Wachovia Capital Markets, LLC, member NYSE, FINRA, and SIPC, and
Wachovia Bank, N.A.
About Radiation Therapy Services, Inc.
Radiation Therapy Services, Inc., which operates radiation treatment
centers primarily under the name 21st Century Oncology, is a provider of
radiation therapy services to cancer patients. The Company's 83
treatment centers are clustered into 27 local markets in 16 states,
including Alabama, Arizona, California, Delaware, Florida, Kentucky,
Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North
Carolina, Pennsylvania, Rhode Island and West Virginia. The Company is
headquartered in Fort Myers, Florida. More information about the Company
can be found at its Web site http://www.rtsx.com.
About Vestar
Vestar Capital Partners is a leading international private equity firm.
The firm’s investment strategy is targeted
towards companies in the U.S., Europe and Japan with valuations in the
$100 million to $5 billion range. Since the firm’s
founding in 1988, the Vestar funds have completed over 60 investments in
companies with a total value of over $20 billion. These companies have
varied in size and geography and span a broad range of industries. The
firm’s strategy is to invest behind incumbent
management teams, family owners or corporations in a creative, flexible
and entrepreneurial way with the overriding goal to build long-term
franchise value. Vestar currently manages funds with committed capital
totaling approximately $7 billion and has offices or affiliates
operating in New York, Denver, Boston, Paris, Milan and Tokyo.
Forward-Looking Statements
This document includes statements that do not directly or exclusively
relate to historical facts. Such statements are "forward-looking
statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements include statements
regarding benefits of the proposed transaction, future performance,
financing for the transaction and the completion of the transaction.
These statements are based on the current expectations of management of
Radiation Therapy Services, Inc. There are a number of risks and
uncertainties that could cause actual results to differ materially from
the forward-looking statements included in this document. For example,
among other things, conditions to the closing of the transaction may not
be satisfied and the transaction may involve unexpected costs,
unexpected liabilities or unexpected delays. Additional factors that may
affect the future results of Radiation Therapy Services, Inc. are set
forth in its filings with the Securities and Exchange Commission ("SEC”),
which are available at http://www.sec.gov.
Unless required by law, Radiation Therapy Services, Inc. undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, a proxy statement of
Radiation Therapy Services, Inc. and other materials will be filed with
the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE
OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RADIATION THERAPY SERVICES, INC. AND
THE PROPOSED TRANSACTION. Investors will be able to obtain free
copies of the proxy statement (when available) as well as other filed
documents containing information about Radiation Therapy Services, Inc.
at http://www.sec.gov, the SEC’s
free internet site. Free copies of Radiation Therapy Services, Inc.’s
SEC filings are also available on its internet site at http://www.rtsx.com.
Participants in the Solicitation
Radiation Therapy Services, Inc. and its executive officers and
directors may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Radiation Therapy Services, Inc.’s
shareholders with respect to the proposed transaction. Information
regarding the officers and directors of Radiation Therapy Services, Inc.
is included in its definitive proxy statement for its 2007 annual
meeting filed with the SEC on April 4, 2007. More detailed information
regarding the identity of potential participants, and their direct or
indirect interests, by securities, holdings or otherwise, will be set
forth in the proxy statement and other materials to be filed with SEC in
connection with the proposed transaction.
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