Aug 10 2010
Mountain Acquisition Corp. and Mountain Merger Sub Corp., both affiliates of Vestar Capital Partners V, L.P. ("Vestar") formed for the purpose of acquiring Health Grades, Inc. (Nasdaq: HGRD) ("HealthGrades"), today announced that, in accordance with the previously announced Agreement and Plan of Merger, dated as of July 27, 2010, among Mountain Acquisition Corp., Mountain Merger Sub Corp., Mountain Acquisition Holdings, LLC and HealthGrades (as amended on August 9, 2010, the "Merger Agreement"), they have commenced a tender offer to acquire all of the outstanding shares of HealthGrades' common stock for $8.20 per share in cash. The aggregate purchase price for the equity of HealthGrades is approximately $294 million (which consists of approximately 35.9 million shares, inclusive of all shares of common stock outstanding, securities convertible into common stock and shares of common stock issuable pursuant to a noncompete agreement with an executive officer).
In connection with the tender offer, Mountain Acquisition Corp. has been granted early termination of the "waiting period" under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Upon the successful closing of the tender offer, stockholders of HealthGrades will receive $8.20 in cash for each share tendered in the offer, without interest and less any applicable withholding taxes. Following completion of the tender offer, under the terms of the Merger Agreement, Mountain Merger Sub Corp. will complete a second-step merger in which any remaining Shares will be converted into the right to receive the same per share price paid in the tender offer.
Today, Mountain Acquisition Corp. and Mountain Merger Sub Corp. are filing with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO that provides the terms and conditions of the tender offer. HealthGrades is also filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of HealthGrades' board of directors that HealthGrades stockholders accept the tender offer and tender their shares to Mountain Merger Sub Corp. As previously disclosed, the board of directors of HealthGrades has unanimously approved the transaction.
The tender offer will expire at 9:00 AM New York City time on Friday, September 10, 2010, unless extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The offer to purchase and related documents in connection with the tender offer contain other important terms and conditions with respect to the tender offer and should be carefully reviewed by stockholders.