US Oncology Announces Receipt of Requisite Consents and Extends Tender Offer and Consent Solicitation for Its 9-5/8% Senior Subo
2004年6月14日 - 11:20PM
PRニュース・ワイアー (英語)
US Oncology Announces Receipt of Requisite Consents and Extends
Tender Offer and Consent Solicitation for Its 9-5/8% Senior
Subordinated Notes Due 2012 HOUSTON, June 14 /PRNewswire-FirstCall/
-- US Oncology, Inc. ("US Oncology") (NASDAQ:USON) announced today
that, as of 5:00 p.m., New York City time, on June 11, 2004, it had
received tenders of notes and related consents from holders of more
than a majority of the $175 million outstanding principal amount of
its 9-5/8% Senior Subordinated Notes due 2012, pursuant to its
previously announced tender offer and consent solicitation. As a
result, US Oncology has received the consents necessary to enter
into a supplemental indenture to implement the proposed amendments
to the indenture governing the notes, which include the elimination
of substantially all of the restrictive covenants in such
indenture. Tenders of notes and related consents to the proposed
amendments may no longer be withdrawn or revoked. US Oncology also
announced that it is extending the tender offer expiration date and
consent expiration date (although, it is not extending the
withdrawal date) with respect to the tender offer and consent
solicitation. The tender offer, which was to have expired at 5:00
p.m., New York City time, on Wednesday, July 7, 2004, will be
extended to 5:00 p.m., New York City time, on Friday, July 16,
2004, unless further extended by US Oncology. The consent
expiration date, which was to have expired at 5:00 p.m., New York
City time, on Friday, June 11, 2004, will also be extended to 5:00
p.m., New York City time, on Friday, July 16, 2004, unless further
extended by US Oncology. The last day that holders of notes could
have withdrawn tendered notes and revoked delivered consents was as
of 5:00 p.m., New York City time, on June 11, 2004. Any subsequent
tenders of notes and deliveries of consents may not be withdrawn or
revoked. The tender offer and consent solicitation are being made
pursuant to an Offer to Purchase and Consent Solicitation Statement
dated May 21, 2004, and a related Consent and Letter of
Transmittal, which more fully set forth the terms and conditions of
the tender offer and consent solicitation. Among other conditions
discussed below, the tender offer is conditioned upon the
completion of US Oncology's proposed merger with an affiliate of
Welsh, Carson, Anderson & Stowe IX, L.P. The merger remains
subject to certain customary conditions, including the approval by
a majority of US Oncology's stockholders and approval by holders of
a majority of the outstanding shares of US Oncology's common stock
not held by US Oncology Holdings, Inc., Oiler Acquisition Corp.,
Welsh, Carson, Anderson & Stowe IX, L.P., its co-investors or
members of US Oncology's board or management that are expected to
participate in the merger. The merger is expected to close in July
2004. In addition to the merger, the tender offer remains subject
to certain additional customary conditions. If any of the
conditions to the tender offer are not satisfied, US Oncology is
not obligated to accept for payment, purchase or pay for, and may
delay the acceptance for payment of, any tendered notes, and may
even terminate the tender offer. Citigroup Global Markets Inc. is
acting as the dealer manager and solicitation agent for the tender
offer and consent solicitation. The depositary for the tender offer
is Computershare Trust Company of New York. Questions regarding the
tender offer and consent solicitation may be directed to Citigroup
Global Markets Inc., telephone number (800) 558-3745 (toll free)
and (212) 723-6106 (call collect). Requests for copies of the Offer
to Purchase and Consent Solicitation Statement and related
documents may be directed to Georgeson Shareholder Communications
Inc., telephone number (800) 733-6231 (toll free) and (212)
440-9800 (call collect). This announcement is not an offer to
purchase, a solicitation of an offer to purchase, or a solicitation
of consents with respect to the notes nor is this announcement an
offer or solicitation of an offer to sell new securities. The
tender offer and consent solicitation are made solely by means of
the Offer to Purchase and Consent Solicitation Statement and the
related Consent and Letter of Transmittal. US Oncology,
headquartered in Houston, Texas, is America's premier cancer- care
services company. US Oncology supports the cancer care community by
providing medical oncology services, cancer center services and
cancer research services. Our network of over 890 affiliated
physicians provides care to patients in over 470 locations,
including 80 outpatient cancer centers with 45 licensed pharmacies,
across 32 states. In providing our services, we operate 106 linear
accelerators, 56 Computerized Tomography (CT) units and 24 Positron
Emission Tomography (PET) systems. We estimate that in 2003 our
affiliated physicians provided care to approximately 500,000
patients, including approximately 190,000 new patients. This press
release contains forward-looking statements based on current
management expectations. Numerous factors, including those related
to market conditions, and those detailed from time-to-time in the
US Oncology's filings with the Securities and Exchange Commission,
may cause results to differ materially from those anticipated in
the forward-looking statements. Many of the factors that will
determine US Oncology's future results are beyond the ability of US
Oncology to control or predict. These statements are subject to
risks and uncertainties and, therefore, actual results may differ
materially. In particular, the merger transaction is subject to
risks and uncertainties, including the possibility that the merger
may not occur due to the failure of US Oncology to obtain
stockholder approval, the failure of the parties to satisfy the
conditions in the merger agreement, such as the inability of US
Oncology Holdings, Inc. to obtain financing, or the occurrence of
events that would have a material adverse effect on US Oncology as
described in the merger agreement. Readers should not place undue
reliance on forward-looking statements, which reflect management's
views only as of the date hereof. US Oncology undertakes no
obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result
of new information, future events or otherwise. All references to
"US Oncology," "we," or "our" as used throughout this document
refer to US Oncology, Inc. and its subsidiaries. DATASOURCE: US
Oncology, Inc. CONTACT: Steve Sievert of US Oncology, Inc.,
+1-832-601-6193 Web site: http://www.usoncology.com/
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