National Dentex completes Merger Agreement

Published on July 30, 2010 at 4:41 AM · No Comments

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").

“We look forward to partnering with GeoDigm and its ICON® platform to transform dental lab operations and create clear value for our dental clients”

Under the terms of the Merger Agreement, National Dentex's 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 Dentex's 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.

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