PLANO, Texas—U.S. Renal Care Inc. has struck a deal to acquire Dialysis Corporation of America for approximately $112 million, according to an April 14 news release.
Upon the closing of the transaction, USRC will provide dialysis services to approximately 5,500 patients through 84 outpatient dialysis facilities across nine states, more than 12 home dialysis programs, and 24 dialysis programs within acute and specialty hospital facilities.
Under the terms of the agreement, USRC, through a subsidiary, will commence a tender offer for all of the outstanding common shares of DCA for $11.25 per share in cash, followed by a merger to acquire all remaining outstanding DCA shares at the same cash price paid in the tender offer.
The offer price represents a premium of approximately 72 percent over yesterday's closing stock price. The transaction is valued at approximately $112 million.
"USRC and DCA have a shared vision that is focused on providing outstanding dialysis services to patients with end-stage renal disease," said Chris Brengard, chairman and CEO of USRC. "USRC and DCA each have built strong regional operations and this transaction permits us to build a more efficient and stronger national operation. DCA, like USRC, has a commitment to building joint ventures with nephrologists. “
DCA's board of directors unanimously approved the transaction, which is subject to customary closing conditions, including the valid tender of a majority of the total number of shares of common stock of DCA outstanding on a fully-diluted basis.
Directors and executive officers of DCA holding approximately 23 percent of DCA's outstanding common stock have entered into agreements to, among other things, tender their shares into the tender offer. USRC expects to commence the tender offer promptly and expects the transaction to close in May 2010.
"We believe this transaction will be beneficial to both companies' physicians, patients, and employees,” said Thomas K. Langbein, chairman of the board of DCA. “For shareholders, the transaction provides a compelling opportunity to realize the value DCA has created."
