Health Grades, Inc. And Affiliates Of Vestar Capital Partners V, L.P. Announce Extension Of Tender Offer For Shares Of Health Grades, Inc.
Mountain Acquisition Corp. and Mountain Merger Sub Corp., affiliates of Vestar Capital Partners V, L.P. (“ Vestar”) formed for the purpose of acquiring Health Grades, Inc. (Nasdaq: HGRD) (“ HealthGrades”), and HealthGrades today announced the extension of the offer period for the previously announced tender offer for all of the outstanding shares of common stock of HealthGrades, at a purchase price of $8.20 per share in cash, without interest and less any applicable withholding taxes, until 9:00 AM, New York City time, on Thursday, September 16, 2010.
As announced previously, on August 10, 2010, Mountain Acquisition Corp. and Mountain Merger Sub Corp. commenced a tender offer for all outstanding shares of common stock of HealthGrades at a price of $8.20 per share in cash, without interest and less any applicable withholding taxes. The tender offer was previously set to expire at 9:00 AM, New York City time, on Friday, September 10, 2010.
The depositary for the tender offer has advised that as of 5:00 PM, New York City time, on Thursday, September 9, 2010, approximately 26,298,372 HealthGrades shares had been validly tendered and not withdrawn (excluding shares tendered by notices of guaranteed delivery). These shares, in addition to the restricted and option shares (net of withholding for taxes and costs of exercise) that are committed to be sold to Mountain Merger Sub Corp. pursuant to the previously disclosed support agreements with certain executives, represent approximately 89.8% of the total outstanding shares of HealthGrades on a fully diluted basis, excluding certain shares to be issued pursuant to a non-competition agreement with one of the executives. Including the shares to be issued pursuant to such non-competition agreement, such tendered and committed shares represent approximately 90.3% of the total outstanding shares of HealthGrades on a fully diluted basis, such that Mountain Merger Sub Corp. would be permitted to consummate a “short-form” merger under Delaware law. Excluding shares tendered pursuant to the support agreements, the tendered shares represent approximately 71.5% of the total outstanding shares on a fully-diluted basis, excluding certain shares to be issued pursuant to a non-competition agreement with one of the executives, and approximately 87.6% of all shares not subject to support agreements. Except for the extension of the expiration date of the tender offer, all other terms and conditions of the tender offer remain unchanged.
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