Primedex Health Systems, Inc. Stockholders Approve Acquisition of Radiologix, Inc.
November 15 2006 - 12:25PM
Business Wire
Primedex Health Systems, Inc. (OTCBB:PMDX) announced today that its
stockholders have approved the company's acquisition of Radiologix,
Inc. (AMEX:RGX), which is scheduled to close later today. Primedex
will acquire Radiologix in a cash and stock transaction valued at
the time of announcement on July 7, 2006, at approximately $208
million, including net debt. With 134 locations throughout the
United States, the combined company will be the largest owner and
operator of fixed-site diagnostic imaging centers in the United
States. After the acquisition, Primedex will have 83 centers in
California, 31 centers in Maryland, 12 centers in New York and 8
centers in other states, including Florida, Kansas, Colorado and
Minnesota. The acquisition of Radiologix, a national provider of
imaging services headquartered in Dallas, Texas, allows Primedex to
expand its presence in California, and gives Primedex a
concentrated platform outside of California that it plans to
optimize and grow. Primedex will use the acquisition to further its
strategies of geographic clustering, exclusive capitation
contracting and multi-modality product offerings, which it will now
be able to pursue on a national scale. Primedex's stockholders also
approved the following proposals: Election of Howard G. Berger,
M.D., John V. Crues, III, M.D., Norman R Hames, Lawrence L. Levitt,
and David L. Swartz as directors The change of the Company's
corporate name to RadNet, Inc. An increase in the authorized number
of shares Implementation of stock transfer restrictions in
connection with preserving its approximate $160 million tax net
operating loss carry forward A 1 for 2 reverse stock split Approval
of the 2006 Stock Incentive Plan The ratification of Moss Adams LLP
as the company's independent registered public accounting firm for
the fiscal year ended October 31, 2006 Primedex will file an
amendment to its Certificate of Incorporation on November 27, 2006
effecting the Company's name change to RadNet, Inc., increasing the
authorized number of shares and completing the 1 for 2 reverse
stock split. ABOUT PRIMEDEX HEALTH SYSTEMS, INC. Primedex Health
Systems, Inc., is the California market leader in providing
high-quality, cost-effective diagnostic imaging services through a
network of fully-owned and operated outpatient imaging centers. As
of October 31, 2006, Primedex owned and operated 65 facilities. For
its fiscal year ended October 31, 2006, Primedex and its
subsidiaries performed approximately 1,000,000 diagnostic imaging
procedures. At October 31, 2006, together with Beverly Radiology
Medical Group, the medical group that provides medical services to
the majority of the Company's locations, the Company had a total of
950 full-time and 375 part-time and per-diem employees. For more
information, visit www.radnet.com. FORWARD LOOKING STATEMENTS This
press release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. Specifically, statements concerning the benefits of the
proposed transaction, expected synergies, anticipated future
financial and operating performance, and Primedex Health Systems'
ability to continue to grow the business by generating patient
referrals and contracts with radiology practices, recruiting and
retaining technologists, and receiving third-party reimbursement
for diagnostic imaging services, as well as Primedex's financial
guidance, are forward-looking statements within the meaning of the
Safe Harbor. Forward-looking statements are based on management's
current, preliminary expectations and are subject to risks and
uncertainties which may cause Primedex's actual results to differ
materially from the statements contained herein. These risks and
uncertainties include, among others, problems that may arise in
successfully integrating the businesses of the two companies;
unexpected costs involved in the transaction; the inability of the
combined companies to achieve cost-cutting synergies; future
regulatory or legislative actions in the industry; as well as those
set forth in Primedex's reports filed with the SEC, including its
annual report on Form 10-K for the year ended October 31, 2005, and
Quarterly Reports on Form 10-Q for the quarters ended January 31,
2006, April 30, 2006 and July 31, 2006 and the joint proxy
statement/prospectus dated October 20, 2006. Undue reliance should
not be placed on forward-looking statements, especially guidance on
future financial performance, which speaks only as of the date it
is made. Primedex undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or
circumstances after the date they were made, or to reflect the
occurrence of unanticipated events. Primedex Health Systems, Inc.
(OTCBB:PMDX) announced today that its stockholders have approved
the company's acquisition of Radiologix, Inc. (AMEX:RGX), which is
scheduled to close later today. Primedex will acquire Radiologix in
a cash and stock transaction valued at the time of announcement on
July 7, 2006, at approximately $208 million, including net debt.
With 134 locations throughout the United States, the combined
company will be the largest owner and operator of fixed-site
diagnostic imaging centers in the United States. After the
acquisition, Primedex will have 83 centers in California, 31
centers in Maryland, 12 centers in New York and 8 centers in other
states, including Florida, Kansas, Colorado and Minnesota. The
acquisition of Radiologix, a national provider of imaging services
headquartered in Dallas, Texas, allows Primedex to expand its
presence in California, and gives Primedex a concentrated platform
outside of California that it plans to optimize and grow. Primedex
will use the acquisition to further its strategies of geographic
clustering, exclusive capitation contracting and multi-modality
product offerings, which it will now be able to pursue on a
national scale. Primedex's stockholders also approved the following
proposals: -- Election of Howard G. Berger, M.D., John V. Crues,
III, M.D., Norman R Hames, Lawrence L. Levitt, and David L. Swartz
as directors -- The change of the Company's corporate name to
RadNet, Inc. -- An increase in the authorized number of shares --
Implementation of stock transfer restrictions in connection with
preserving its approximate $160 million tax net operating loss
carry forward -- A 1 for 2 reverse stock split -- Approval of the
2006 Stock Incentive Plan -- The ratification of Moss Adams LLP as
the company's independent registered public accounting firm for the
fiscal year ended October 31, 2006 Primedex will file an amendment
to its Certificate of Incorporation on November 27, 2006 effecting
the Company's name change to RadNet, Inc., increasing the
authorized number of shares and completing the 1 for 2 reverse
stock split. ABOUT PRIMEDEX HEALTH SYSTEMS, INC. Primedex Health
Systems, Inc., is the California market leader in providing
high-quality, cost-effective diagnostic imaging services through a
network of fully-owned and operated outpatient imaging centers. As
of October 31, 2006, Primedex owned and operated 65 facilities. For
its fiscal year ended October 31, 2006, Primedex and its
subsidiaries performed approximately 1,000,000 diagnostic imaging
procedures. At October 31, 2006, together with Beverly Radiology
Medical Group, the medical group that provides medical services to
the majority of the Company's locations, the Company had a total of
950 full-time and 375 part-time and per-diem employees. For more
information, visit www.radnet.com. FORWARD LOOKING STATEMENTS This
press release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. Specifically, statements concerning the benefits of the
proposed transaction, expected synergies, anticipated future
financial and operating performance, and Primedex Health Systems'
ability to continue to grow the business by generating patient
referrals and contracts with radiology practices, recruiting and
retaining technologists, and receiving third-party reimbursement
for diagnostic imaging services, as well as Primedex's financial
guidance, are forward-looking statements within the meaning of the
Safe Harbor. Forward-looking statements are based on management's
current, preliminary expectations and are subject to risks and
uncertainties which may cause Primedex's actual results to differ
materially from the statements contained herein. These risks and
uncertainties include, among others, problems that may arise in
successfully integrating the businesses of the two companies;
unexpected costs involved in the transaction; the inability of the
combined companies to achieve cost-cutting synergies; future
regulatory or legislative actions in the industry; as well as those
set forth in Primedex's reports filed with the SEC, including its
annual report on Form 10-K for the year ended October 31, 2005, and
Quarterly Reports on Form 10-Q for the quarters ended January 31,
2006, April 30, 2006 and July 31, 2006 and the joint proxy
statement/prospectus dated October 20, 2006. Undue reliance should
not be placed on forward-looking statements, especially guidance on
future financial performance, which speaks only as of the date it
is made. Primedex undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or
circumstances after the date they were made, or to reflect the
occurrence of unanticipated events.
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