WAKEFIELD, Mass., Dec. 15, 2011 (GLOBE NEWSWIRE) -- 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 t 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.govor 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) 22-40880. 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.govand 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)
22-40880.
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
distribué par | Ce noodl a été diffusé par American Dental Partners Inc. et initialement mise en ligne sur le site http://www.amdpi.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2011-12-15 15:27:32 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
Documents associés | |
American Dental Partners Announces End of "Go-Shop" Period |