COEUR D'ALENE, Idaho, June 16 /PRNewswire-FirstCall/ -- NightHawkRadiology Holdings, Inc. (Nasdaq: NHWK), the leading provider of radiologysolutions to radiology groups and hospitals throughout the United States,today announced the preliminary results of its modified Dutch auction tenderoffer, which expired at 5:00 p.m. Eastern Time on Friday, June 13, 2008.
Based on the preliminary analysis by the depositary, an aggregate of2,367,438 shares were properly tendered and not withdrawn at a price of $8.05,including approximately 1,001,457 shares that were tendered through notice ofguaranteed delivery. Accordingly, NightHawk expects to accept for payment anaggregate of 2,367,438 shares of its common stock at a purchase price of $8.05per share. These shares represent approximately 7.7% of NightHawk's issued andoutstanding shares as of June 13, 2008.
'With this tender offer, we gave our stockholders an opportunity toachieve liquidity on their investment, and at the same time, allowed non-tendering stockholders to increase their pro rata ownership,' said Dr. PaulBerger, Chairman and Chief Executive Officer. Berger added, 'Going forwardour Board of Directors will continue to evaluate the opportunity foradditional share repurchases.'
This self-tender offer was made pursuant to an Offer to Purchase andLetter of Transmittal, each dated May 14, 2008, filed with the Securities andExchange Commission on May 14, 2008, as amended on May 16, 2008.
The number of shares to be purchased in the tender offer and the price pershare are preliminary. The determination of the final number of shares to bepurchased is subject to confirmation by the depositary of the proper deliveryof the shares validly tendered and not withdrawn. The actual number of sharesvalidly tendered and not withdrawn and the final price per share will beannounced following the completion of the confirmation process. Payment forthe shares accepted for purchase will occur promptly thereafter. Payment forshares will be made in cash, without interest.
The dealer manager for the tender offer is Morgan Stanley & Co.Incorporated, the Information Agent for the tender offer is Innisfree M&AIncorporated and the Depositary for the tender offer is Mellon InvestorServices LLC. All questions regarding the tender offer may be directed to theInformation Agent at (877) 456-3463.
About NightHawk
NightHawk Radiology (Nasdaq: NHWK), headquartered in Coeur d'Alene, Idaho,is leading the transformation of the practice of radiology by providinghigh-quality, cost-effective solutions to radiology groups and hospitalsthroughout the United States. NightHawk provides the most complete suite ofsolutions, including professional services, business services, and itsadvanced, proprietary clinical workflow technology, all designed to increaseefficiencies and improve the quality of patient care and the lives ofphysicians who provide it. NightHawk's team of U.S. board-certified,state-licensed, and hospital-privileged physicians located in the UnitedStates, Australia, and Switzerland, provides services 24 hours a day, sevendays a week, for more than 750 radiology group customers and the 26% of allU.S. hospitals they serve. For more information, visithttp://www.nighthawkrad.net.
Forward-Looking Statements
This press release contains forward-looking statements, such as referencesto the number of shares of NightHawk common stock to be purchased and theprice at which such shares will be purchased. These forward-looking statementsare not guarantees and are subject to risks, uncertainties and assumptionsthat could cause the actual number of shares to be purchased, or the price atwhich shares are ultimately purchased to differ materially from the number andamount expressed in the forward-looking statements in this press release.Readers are cautioned not to place undue reliance on these forward-lookingstatements, which speak only as to NightHawk's expectations as of the datehereof. Except as otherwise required by applicable law, NightHawk does notundertake any obligation to publicly update its forward-looking statementsbased on events or circumstances after the date hereof.
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SOURCE NightHawk Radiology Holdings, Inc.
