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8-K - FORM 8-K - NATIONAL DENTEX CORP /MA/ | b81886e8vk.htm |
Exhibit
99.1
NATIONAL DENTEX CORPORATION
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FOR IMMEDIATE RELEASE: | |
2 Vision Drive
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July 29, 2010 | |
Natick, MA 01760 |
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(508) 907 - 7800 |
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Contact: Richard F. Becker, Executive Vice President & Treasurer |
NATIONAL DENTEX COMPLETES MERGER
WITH GEODIGM, A WELSH, CARSON, ANDERSON & STOWE PORTFOLIO COMPANY
WITH GEODIGM, A WELSH, CARSON, ANDERSON & STOWE PORTFOLIO COMPANY
NATIONAL DENTEX CORPORATION, NATICK, MASSACHUSETTS, July 29, 2010 National Dentex Corporation
(NASDAQ: NADX), one of the largest owner/operators of dental laboratories in North America,
announced that earlier today its shareholders adopted and approved the Agreement and Plan of Merger
(the Merger Agreement) among GDC Holdings, Inc., a Delaware corporation (Parent), Royal
Acquisition Corp., a Delaware corporation (Merger Sub) and an indirect wholly owned subsidiary of
Parent and a direct wholly owned subsidiary of GeoDigm Corporation, a Minnesota corporation
(GeoDigm), and National Dentex. Pursuant to the terms of the Merger Agreement, Merger Sub was
merged with and into National Dentex, and as a result National Dentex continues as the surviving
corporation and a wholly owned subsidiary of GeoDigm, a technology based manufacturing and
laboratory company and a portfolio company of Welsh, Carson, Anderson
& Stowe (Welsh Carson).
Under the terms of the Merger Agreement, National Dentexs shareholders will receive $17.00 in cash
for each share of National Dentex common stock they hold, representing a premium of approximately
70% over National Dentexs closing share price of $10.02 on April 1, 2010, the last trading day
before the Merger announcement.
We believe that the Merger with GeoDigm provides an attractive all-cash valuation to our
shareholders, said David L. Brown, Chief Executive Officer of National Dentex. We look forward to
partnering with GeoDigm and its ICON® platform to transform dental lab operations and create clear
value for our dental clients, said Mr. Brown.
We look forward to working with National Dentexs strong management team and broad laboratory
network, which are vital to extending ICON® technologys benefits to dental
clients everywhere. Welsh Carsons financial sponsorship greatly increases the National Dentex -
GeoDigm combinations acquisition capacity. This capacity offers unaffiliated laboratory owners an
opportunity to acquire fundamentally transformative technology through joining an industry leader,
said Andrew Hofmeister, Chief Executive Officer of GeoDigm.
With the closing of the Merger, National Dentexs common stock will cease to trade on Nasdaq
at market close today and will be delisted.
BB&T Capital Markets served as financial advisor to National Dentex and Signal Hill Capital Group
LLC provided a fairness opinion to National Dentexs Board of Directors. Posternak Blankstein &
Lund LLP served as legal counsel to National Dentex. Parent and Welsh Carsons legal counsel is
Ropes & Gray LLP.
About National Dentex
National Dentex Corporation serves an active customer base of over 24,000 dentists through 42
dental laboratories located in 28 states and one Canadian province. National Dentexs dental
laboratories provide a full range of custom-made dental prosthetic appliances, including dentures,
crowns, and fixed bridges, and other dental specialties.
About Parent and GeoDigm
GeoDigm, based in Chanhassen, Minnesota, is a leading innovator in dental and orthodontic imaging
and manufacturing technology. GeoDigm deploys its proprietary, digitally-enabled production
system exclusively through GeoDigm Laboratories, delivering improved products and services to its
client base of over five thousand dentists and orthodontists.
About Welsh, Carson, Anderson & Stowe
Welsh, Carson, Anderson & Stowe is one of the largest and most successful private equity investment
firms in the United States. Since its founding in 1979, Welsh, Carson, Anderson & Stowe has
organized 15 limited partnerships with total capital of $20 billion. Welsh, Carson, Anderson &
Stowe focuses its investment activity in two target industries: information/business services and
healthcare. Welsh, Carson, Anderson & Stowe is currently investing an equity fund, Welsh, Carson,
Anderson & Stowe XI, L.P., and a dedicated subordinated debt fund, WCAS Capital Partners IV, L.P.
Additional information is available online at www.welshcarson.com.