National Dentex has entered into a definitive agreement and plan of merger to be acquired by GDC Holdings (GDC), which is a holding company of GeoDigm, a technology based manufacturing and laboratory company and a portfolio company of Welsh, Carson, Anderson & Stowe XI (Welsh Carson).
As per the agreement, National Dentex may solicit acquisition proposals from third parties until the end of the day on May 12, 2010. There can be no assurance that an alternative transaction proposal will emerge.
David Brown, chairman and chief executive officer of National Dentex, said: “This agreement provides an attractive all-cash valuation to our shareholders. We continually monitor emerging dental technologies, and we view GeoDigm’s ICON platform as having the most transformative effect on lab operations, product quality, and consistency.
“Additionally we see GeoDigm’s high quality lab network as a natural complement to ours. So in addition to delivering value to National Dentex’s shareholders, the combination of National Dentex and GeoDigm creates clear value for National Dentex’s dental clients.”
Andrew Hofmeister, chief executive officer of GeoDigm, said: “GeoDigm’s technology and lab operations have a proven track record of increasing prosthetic quality and consistency for dentists in the upper Midwest. National Dentex’s strong management team and broad laboratory network are vital to extending ICON technology’s benefits to dental clients everywhere.
“Welsh Carson’s financial sponsorship greatly increases the National Dentex – GeoDigm combination’s acquisition capacity. This capacity offers unaffiliated laboratory owners an opportunity to acquire fundamentally transformative technology through joining an industry leader.”
The board of directors of National Dentex has approved and adopted the merger agreement and resolved to recommend that National Dentex’s shareholders approve the merger agreement.
The transaction is subject to customary conditions to closing, including the approval of National Dentex’s shareholders and requisite regulatory approvals. The transaction is not subject to a financing condition. National Dentex expects the transaction to close at the end of the quarter ending June 30, 2010.