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Filed by Radiologix, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company:
Radiologix, Inc.
Commission File No. 0-23311
The following communication contains forward-looking statements that relate to
future financial results or business expectations and are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are subject to risks and uncertainties that exist in the
Company's operations and business environment. Business plans may change as
circumstances warrant, and actual results may differ materially from any
forward-looking statements, which reflect the management's opinion only as of
the date hereof. Such risks and uncertainties include, but are not limited to,
failure to close the transaction described in the following communication; risks
and uncertainties associated with the Company's acquisition and expansion
strategy; integration of the Company's affiliated physician practices and
newly-acquired imaging centers; the Company's ability to achieve operating
efficiencies and engage in successful new development efforts; regulatory
changes; reimbursement trends; governmental policies; and general economic and
business conditions. Such risks and uncertainties, as well as additional risk
factors which could affect the forward-looking statements made in this press
release, are included in the Company's filings with the Securities and Exchange
Commission, including its Form 10-K dated March 29, 2000.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS TO BE FILED BY RADIOLOGIX, INC. WITH THE SECURITIES
AND EXCHANGE COMMISSION REGARDING THE TRANSACTION DESCRIBED IN THE FOLLOWING
COMMUNICATION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.
Additionally, a detailed list of names, affiliations and interests of
participants in the solicitation can be found in the proxy statement/prospectus,
when available. Investors and security holders may obtain a free copy of the
registration statement and proxy statement/prospectus (when available) and other
documents filed by Radiologix, Inc. at the Securities and Exchange Commission's
web site at www.sec.gov. The registration statement and proxy
statement/prospectus and such other documents may also be obtained free of
charge by directing such request to Radiologix, Inc.,
Attn: Secretary, 3600 Chase Tower, 2200 Ross Avenue,
Dallas, Texas 75201.
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[RADIOLOGIX LOGO]
The Radiology Services Company
Press Release
--------------------------------------------------------------------------------
Contact: Mark L. Wagar, Chairman and CEO FOR IMMEDIATE RELEASE
214-303-2708 9:15 AM EST August 23, 2000
David W. Young, VP of Finance
214-303-2729
www.radiologix.com
Noonan/Russo Communications, Inc.
212-696-4455
John Capodanno (investors) x246
Lisa Fern (media) x353
[email protected]
RADIOLOGIX, INC. ANNOUNCES RECAPITALIZATION
SHAREHOLDERS TO RECEIVE $7.25 CASH OR $8.25 STOCK
DALLAS, TX, AUGUST 23, 2000 - Radiologix, Inc. announced today that it has
entered into a definitive agreement with an affiliate of Saunders Karp & Megrue,
LLC, a leading New York-based private investment firm, to effect a
recapitalization of the company. In the recapitalization, an affiliate of SKM
will purchase up to 90% of Radiologix's common stock. The proposed
recapitalization values Radiologix at approximately $377.0 million, including
the assumption of approximately $212.5 million in debt. The recapitalization has
been structured to provide stockholders with the alternative of monetizing their
interests or rolling them over into continuing interests in the recapitalized
company.
Under the terms of the agreement, Radiologix shareholders may elect to receive
$7.25 per share in cash or to convert their stock into 1.1224 shares of the
recapitalized company at an implied value of $8.25 per share. Immediately
following the transaction, existing shareholders will hold between 10% and 20%
of the company's equity. Existing management will continue to operate the
Company in their current capacities.
Mark L. Wagar, Radiologix's Chairman and Chief Executive Officer commented, "The
transaction announced today allows shareholders a premium to current market
value, as well as an opportunity to continue an investment in Radiologix. We
believe this is the logical next step in Radiologix's development, and that
Saunders Karp & Megrue is the right financial partner. The Company will be able
to accomplish growth and maturation as a private entity which has proven
difficult in the current public equity markets."
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John Megrue of Saunders Karp & Megrue said, "Radiologix represents the right
platform from which to build a true national leader in medical imaging. The
company's key market concentrations, management strength, commitment to
technology and patient service orientation truly make it stand out and give it
the opportunity to realize its full potential."
The transaction, which is subject to customary terms and conditions, including
shareholder approval, regulatory review and the receipt of financing, is
expected to close before year-end. An affiliate of Saunders Karp & Megrue has
obtained financing commitments from UBS AG, subject to customary conditions, to
effect the recapitalization and to provide the company with financing for
general corporate purposes following the recapitalization, including
acquisitions.
Investors and security holders are urged to read the proxy statement that will
be filed by Radiologix with respect to the special meeting of shareholders to
approve the recapitalization plan.
Saunders Karp & Megrue is a private merchant bank engaged in the acquisition and
ownership of operating businesses. The firm currently manages over $1.7 billion
in three private equity funds. Saunders Karp & Megrue seeks to invest its
capital in well-managed companies, which can achieve superior rates of return
over a five to seven year period. Investments take a variety of forms, including
private company recapitalizations, traditional buyouts and growth financings
that have ranged from $5 million venture capital financings to controlling
equity investments in excess of $150 million. With offices in New York City,
Stamford, Connecticut and Dallas, Texas, Saunders Karp & Megrue is positioned to
provide private equity capital to any region in the United States.
Radiologix, Inc. is a leading provider of radiology services in the United
States through (i) its ownership and operation of technologically advanced,
multi-modality diagnostic imaging centers, and (ii) its provision of
administrative, management and other information services to certain radiology
business partners. Radiologix derives the majority of its revenues from the
production and management of diagnostic imaging procedures utilizing
technologies such as x-ray, magnetic resonance imaging ("MRI"), computed
tomography ("CT"), mammography, ultrasound, nuclear medicine and positron
emission tomography ("PET"), as well as general radiography and fluoroscopy.
These images and the radiology reports that are based on the images permit
ordering physicians to diagnose and manage diseases and injuries more accurately
and effectively than would be possible without such clinical information.
Radiologix's 124 owned or operated imaging centers are located in 18 states and
the District of Columbia, with concentrated geographic coverage in markets
located in California, Florida, Illinois, Kansas, Maryland, New York,
Pennsylvania, Texas, Virginia and Washington D.C.
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This press release contains forward-looking statements that relate to future
financial results or business expectations and are made pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. Such
statements are subject to risks and uncertainties that exist in the Company's
operations and business environment. Business plans may change as circumstances
warrant and actual results may differ materially from any forward-looking
statements, which reflect the management's opinion only as of the date hereof.
Such risks and uncertainties include, but are not limited to, failure to close
the transaction described above, those associated with the Company's acquisition
and expansion strategy; integration of the Company's affiliated physician
practices and newly-acquired imaging centers; the Company's ability to achieve
operating efficiencies and engage in successful new development efforts;
regulatory changes; reimbursement trends; governmental policies; and general
economic and business conditions. Such risks and uncertainties, as well as
additional risk factors which could affect the forward looking statements made
in this press release, are included in the Company's filings with the Securities
and Exchange Commission, including its Form 10-K dated March 29, 2000.
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