EDINA, Minn.–(BUSINESS WIRE)–Agiliti , Inc. (the “Company”), today announced that it has priced its cash tender offer to purchase any and all of its outstanding $235,000,000 aggregate principal amount 10.125% Notes due 2011 (CUSIP Number 91359PAB6) (the “Notes”). Upon consummation of the tender offer, the Company will pay a total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn pursuant to the Company’s offer to purchase, dated April 30, 2007 (the “Offer to Purchase”), equal to (i) $1,068.44 plus $8.44 accrued but unpaid interest to each holder of Notes who had tendered their Notes at or prior to 5:00 p.m. New York City time, on May 11, 2007, or (ii) $1,038.44 plus $8.44 accrued but unpaid interest to each holder of Notes who had tendered their Notes after 5:00 p.m. New York City time, on May 11, 2007 but before 5:00 p.m., New York City time, Tuesday, May 29, 2007 (the “Scheduled Expiration Date”).
The Offer to Purchase is scheduled to expire on the Scheduled Expiration Date, unless extended or earlier terminated by the Company. The purchase price for Notes tendered and accepted for payment pursuant to the tender offer is payable only to holders who validly tender their Notes before 5 p.m., New York City time, on the Scheduled Expiration Date and do not validly withdraw their tender. Holders who tender their Notes in the offer may withdraw their tender at any time prior to 5 p.m., New York City time, on the Scheduled Expiration Date, but not thereafter, except as may be required by law.
Settlement of the tender offer is expected to occur on Thursday, May 31, 2007.
On April 15, 2007, the Company, Agiliti Merger Sub, Inc. and Agiliti Holdco, Inc. (“Purchaser”) entered into a definitive merger agreement pursuant to which Agiliti Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser will merge with and into the Company (the “Merger”). The closing of the transactions under the merger agreement is subject to a number of customary conditions. Purchaser is an affiliate of Bear Stearns Merchant Banking, the private equity affiliate of The Bear Stearns Companies Inc. The offer and consent solicitation is being made in connection with the Merger.
The consummation of the tender offer and consent solicitation is subject to the conditions set forth in the Offer to Purchase, including, among other things, the satisfaction or waiver of all conditions to the consummation of the Merger. The Company reserves the right to amend the terms of the tender offer and consent solicitation.
The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at 866-470-3700 (toll free). Questions regarding the tender offer and consent solicitation may be directed to the Dealer Manager for the tender offer and the solicitation agent for the consent solicitation, Merrill Lynch & Co., which may be contacted at 212-449-4914 (collect) or 888-654-8637 (toll free).
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE, OR A SOLICITATION OF CONSENTS WITH RESPECT TO ANY SECURITIES. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE COMPANY’S OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED APRIL 30, 2007.
About Agiliti , Inc.
Agiliti , Inc. is a leading medical equipment lifecycle services company. The Company offers comprehensive solutions that maximize utilization, increase productivity and support optimal patient care resulting in capital and operational efficiencies. The Company currently operates through more than 75 offices, serving customers in all 50 states and the District of Columbia.
This press release may include statements concerning potential future events involving the Company and its subsidiaries, which could materially differ from the events that actually occur. The differences could be caused by a number of factors, including those factors identified the Company’s reports filed with the Securities and Exchange Commission including in the “Risk Factors” section of the Company’s Form 10-K for the most recently ended fiscal year. The Company undertakes no obligations to update any forward-looking statements in this press release to reflect future events or developments.
Agiliti , Inc.
Gary Blackford, 952-893-3250
President and Chief Executive Officer
Rex Clevenger, 952-893-3254
Senior Vice President and Chief Financial Officer