Under
the terms of the agreement, USRC, through a subsidiary, will commence
a tender offer for all of the outstanding
common shares of DCA for $11.25 per share in cash,
followed by a merger to acquire all
remaining outstanding DCA shares at the same cash
price paid in the tender offer. The offer price
represents a premium of approximately
72 percent over yesterday’s closing stock price. The transaction
is valued at approximately $112 million.
“USRC and DCA have a shared vision that is focused on providing
outstanding dialysis services to patients with end stage renal disease,” said
Chris Brengard, Chairman and Chief Executive Officer of USRC. “USRC
and DCA each have built strong regional operations
and this transaction permits us to build a more efficient
and stronger national operation.
DCA, like USRC, has a commitment to building joint
ventures with nephrologists. We are excited about
the possibilities going forward with DCA, and
believe that our combined operations will result
in continued quality improvement for our patients
and value for our stakeholders.”
Upon the closing of the transaction, USRC will provide dialysis services
to a base of approximately 5,500 patients through 84 outpatient dialysis
facilities across nine states, more than 12 home dialysis programs,
and 24 dialysis programs within acute and specialty hospital facilities.
Thomas K. Langbein, Chairman of the Board of DCA,
said, “We
believe this transaction will be beneficial to both companies’ physicians,
patients, and employees. For shareholders, the transaction
provides a compelling opportunity to realize the
value DCA has created.”
Stephen Everett, President and CEO of DCA added, “Combining
DCA and USRC creates a stronger enterprise while
preserving the cultures of the two companies which
focus on quality patient care in partnership
with top shelf physicians.”
DCA’s Board of Directors unanimously approved the transaction,
which is subject to customary closing conditions, including the valid
tender of a majority of the total number of shares of common stock
of DCA outstanding on a fully-diluted basis. Directors and executive
officers of DCA holding approximately 23 percent of DCA’s outstanding
common stock have entered into agreements to, among
other things, tender their shares into the tender
offer. USRC expects to commence the tender
offer promptly and expects the transaction to close
in May 2010.
USRC’s financial advisor for the transaction is RBC Capital
Markets and its legal advisor is Fulbright & Jaworski, L.L.P. Royal
Bank of Canada has delivered to USRC a commitment letter providing
fully committed debt financing in connection with the transaction.
Three of USRC existing equity sponsors—SV Life Sciences, Cressey & Company,
and Salix Ventures—are providing additional equity financing
to USRC to support the transaction. DCA’s financial advisor for
the transaction is Dresner Partners and its legal
advisor is Arent Fox LLP.
About U.S. Renal Care, Inc.
Founded in 2000 by an experienced team of healthcare
executives, U.S. Renal Care, Inc. works in partnership with nephrologists
to develop, acquire, and operate outpatient treatment centers for persons
suffering from chronic kidney failure, also known as End Stage Renal
Disease. The company provides patients with their choice of a full
range of quality in-center, acute or at-home hemodialysis and peritoneal
dialysis services. U.S. Renal Care operates 47 dialysis clinics in
Texas and Arkansas. For more information on U.S. Renal Care, Inc. please
visit www.usrenalcare.com.
About Dialysis Corporation of America
Dialysis Corporation of America owns and operates
freestanding kidney hemodialysis centers located
in Georgia, Maryland, New Jersey, Ohio, Pennsylvania,
South Carolina, and Virginia, and
provides in-hospital dialysis services on a contract
basis to certain hospitals located in the those
states. The company provides patients
with their choice of a full range of quality in-center,
acute or at-home hemodialysis services. Other Dialysis
Corporation of America
press releases, corporate profile, corporate governance
materials, quarterly and current reports, and other
filings with the Securities
and Exchange Commission are available on Dialysis
Corporation of America ’s website: http://www.dialysiscorporation.com.
Important additional information and where to find it:
This press release is for informational purposes
only and is neither an offer to purchase, nor a
solicitation of an offer to sell, shares of DCA.
The tender offer for shares of DCA’s
stock described in this press release has not yet been commenced.
Holders of shares of DCA are urged to read the relevant tender offer
documents when they become available because they will contain important
information that holders of DCA securities should consider before
making any decision regarding tendering their securities. At the
time the tender offer is commenced, USRC and its acquisition subsidiary
will file tender offer materials with the SEC, and DCA will file
a Solicitation/Recommendation Statement on Schedule 14D-9 with respect
to the offer. The tender offer materials (including an Offer to Purchase,
a related Letter of Transmittal and certain other offer documents)
and the Solicitation/Recommendation Statement, will be made available
to all holders of shares of DCA at no expense to them. The tender
offer materials and the Solicitation/Recommendation Statement will
be made available for free at the SEC’s website at www.sec.gov.
Free copies of these documents may also be obtained by mailing a
request to the information agent for the tender offer, Innisfree
M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New
York 10022; or by calling toll free at (888) 750-5834
(shareholders) or collect at (212) 750-5833 (banks
and brokers).
Contacts:
U.S. RENAL CARE
Thomas L. Weinberg (214) 736-2730
Senior Vice President & General Counsel
