Emergent Group/PRI Medical to be acquired by Universal Hospital Services
Emergent Group Inc. (NYSE Amex Equities:LZR), a leading provider of mobile medical lasers and surgical equipment through its wholly owned subsidiary, PRI Medical Technologies, Inc., today announced that it has signed a definitive agreement with Universal Hospital Services, Inc. (UHS), whereby UHS will make a cash tender offer of $8.46 per share for all outstanding shares of Emergent Group after a customary "go-shop" period of 21 days.
UHS has estimated that the total enterprise value of the transaction including debt assumption is approximately $70 million.
Assuming that UHS acquires at least 65% of the outstanding shares on a fully diluted basis, UHS intends to promptly take appropriate action to merge Emergent Group into a wholly-owned UHS subsidiary and pay all-non-tendering holders of Emergent Group the same consideration per share as paid in the tender offer. The directors and executive officers of Emergent Group, holding in the aggregate approximately 47% of the outstanding shares, have agreed to tender their shares in the tender offer unless it is terminated as a result of a superior proposal.
The tender offer is expected to commence in early March 2011. The transaction is not subject to a financing condition. The companies expect to close the transaction within 45 to 90 days.
"This transaction represents a new opportunity for PRI Medical and its employees to bring its cost-effective solutions nationwide through Universal Hospital Services' extensive distribution network covering all 50 states," said Bruce J. Haber, Chairman and CEO of both Emergent Group and PRI Medical. "We also believe that the transaction will be highly beneficial to shareholders. Emergent Group's leadership has always acted with our shareholders in mind, as evidenced by our past efforts to enhance shareholder value and our Board's declarations of sizeable annual dividends."
PRI Medical currently operates in 16 states and provides surgical equipment and laser technology to hospitals, outpatient surgery centers and physicians' offices. The equipment is supplied with specialized technicians, who support its proper operation and maintenance. PRI Medical also sells its customers the consumable items required for the equipment's operation. The company's equipment rentals allow hospitals and other providers to conserve capital and upgrade to new, cost-effective, physician-preferred medical technologies used primarily to treat the rapidly growing older population. PRI Medical also has partnered with medical technology manufacturers, recommending rentals as one alternative to their long selling cycles and, thus, opening up additional revenue streams for them.
"PRI Medical will allow us to expand our offerings into state-of-the-art surgical equipment and services for our hospital and surgery center customers," said Gary Blackford, Chairman and CEO of UHS. "It will enhance and expand our ability to meet our commitment to our customers to bring comprehensive solutions that reduce costs, increase efficiencies and drive better health care outcomes."
