National Dentex Corp. (Nasdaq: NADX), an owner and operator of dental laboratories in North America, announced that its go-shop period had ended without a rival offer to an existing $17 per share bid from GeoDigm Corp., a portfolio company of Welsh, Carson, Anderson & Stowe.
National Dentex Corporation (NASDAQ: NADX), one of the largest owner/operators of dental laboratories in North America, today announced the expiration, at 11:59 p.m. (Boston time) on May 12, 2010, of the “go-shop” period during which it was permitted to solicit alternative proposals to its proposed merger with an affiliate of GeoDigm Corporation (“GeoDigm”), a technology based manufacturing and laboratory company and a portfolio company of Welsh, Carson, Anderson & Stowe XI, L.P. (“Welsh Carson”).
On April 2, 2010, National Dentex entered into a definitive agreement and plan of merger to be acquired by GDC Holdings, Inc. (“GDC”), which is a holding company of GeoDigm. During the “go-shop” period contemplated by the terms of the merger agreement, National Dentex was permitted to, among other things, initiate, solicit and encourage, and to enter into and maintain or participate in discussions and negotiations with respect to, alternative acquisition proposals regarding National Dentex. The go-shop process was conducted on National Dentex’s behalf by its financial advisor, BB&T Capital Markets.
During the “go-shop” period, BB&T Capital Markets contacted 63 potential transaction partners at the request of and on behalf of National Dentex, including strategic partners and financial sponsor firms. Of the 63 parties contacted, five entered into confidentiality agreements and reviewed nonpublic information regarding National Dentex. Despite this solicitation of interest, none of the contacted parties submitted a written acquisition proposal with respect to National Dentex.
National Dentex is now prohibited by the “no shop” provisions of the merger agreement with GDC from, among other things, encouraging or soliciting third-party proposals, or providing information and engaging in discussions with third parties, regarding alternative acquisition proposals. Until the merger agreement is approved by its shareholders, however, National Dentex may respond to certain unsolicited third party written offers in accordance with the terms and conditions of the merger agreement to permit National Dentex’s board of directors to comply with its fiduciary duties.
National Dentex is continuing to work with GeoDigm and Welsh Carson to complete the merger in a timely manner. National Dentex expects the Merger to close at the end of its second quarter or early in the third quarter of 2010; however, consummation of the merger is subject to receipt of the approval of National Dentex shareholders, as well as satisfaction of other closing conditions.
About National Dentex
National Dentex Corporation serves an active customer base of over 24,000 dentists through 43 dental laboratories located in 29 states and one Canadian province. National Dentex’s dental laboratories provide a full range of custom-made dental prosthetic appliances, including dentures, crowns, and fixed bridges, and other dental specialties.
GeoDigm, based in Chanhassen, MN, is a leading innovator in dental and orthodontic imaging and manufacturing technology. It deploys its proprietary, digitally-enabled production system exclusively through its laboratories, delivering 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 firms focused in two industry sectors: information/business services and healthcare. Founded in 1979, Welsh, Carson has organized 15 limited partnerships with total capital of over $20bn. The firm is currently investing an equity fund, Welsh, Carson, Anderson & Stowe XI, L.P. and its current portfolio consists of 31 companies with combined revenues of approximately $27bn and EBITDA of $4bn.