National Dentex, one of the largest chains of dental laboratories in North America, has agreed to be acquired by GDC Holdings, the holding company of GeoDigm, Dentex announced.
GeoDigm is a technology-based manufacturing and laboratory company and a portfolio company of Welsh, Carson, Anderson & Stowe.
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 most recent closing share price of $10.02 on April 1, 2010.
National Dentex's board of directors has unanimously approved and adopted the merger agreement and resolved to recommend that the company's shareholders approve the merger agreement.
"This agreement provides an attractive all-cash valuation to our shareholders," said David L. Brown, chairman and CEO of National Dentex. "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."
In return, GeoDigm gets access to Dentex's network, particularly in the upper Midwest, said GeoDigm CEO Andrew Hofmeister. "National Dentex's strong management team and broad laboratory network are vital to extending ICON technology's benefits to dental clients everywhere."
National Dentex expects the transaction to close at the end of the quarter ending June 30, 2010.
Under the terms of the merger agreement, National Dentex may solicit acquisition proposals from third parties until the end of the day on May 12, 2010.
National Dentex serves more than 24,000 dentists through 44 dental laboratories located in 30 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 produces dental and orthodontic imaging and manufacturing technology. The company deploys its proprietary, digitally enabled production system exclusively through GeoDigm Laboratories.
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