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Nighthawk announces merger

by Alecia Warren
| September 28, 2010 9:00 PM

Two national radiology practices, one of them with an office in Coeur d'Alene, announced a multi-million merger on Monday.

NightHawk Radiology Holdings, Inc., a publicly traded company based out of Scottsdale, Ariz., that has an office in the Lake City, entered into an agreement under which Virtual Radiologic (vRad) will acquire all of NightHawk's outstanding common stock.

VRad, a national radiology practice headquartered in Eden Prairie, Minn., offered $6.50 per share in cash, a value of approximately $170 million.

The combined companies will have 325 radiologists serving nearly 2,700 health care facilities across 50 states, according to a NightHawk press release.

"The combination of vRad and NightHawk will result in enhanced services to radiology groups and hospitals across the country," the release stated.

NightHawk Radiology spokespeople could not be reached to comment Monday on how the merger would affect its office in Coeur d'Alene, located at 610 E. Front Avenue.

An employee who asked to remain anonymous said the merger has some workers concerned over their jobs, because of the overlapping services the two companies provide.

This June, NightHawk, which provides overnight radiology reports, announced it would close a portion of its Coeur d'Alene offices to cut costs. The company reported a net loss of $19.2 million in the first quarter of 2010.

At that time, the company vacated about one-third of its 24,000 feet on three floors in Coeur d'Alene. A Press story quoted a NightHawk spokesperson that only half a dozen of the roughly 100 employees were expected to be laid off.

Some were offered positions at other offices.

NightHawk also closed offices in Austin and San Francisco, and expected to incur restructuring costs of roughly $1.1 million.

According to the company's press release, NightHawk's board of directors unanimously approved the merger with vRad, and recommended stockholders to vote in favor of the agreement.

The transaction is expected to be completed in the first quarter of 2011, depending on closing conditions and NightHawk's stockholder approval.

At that point, vRad President and CEO Rob Kill will continue holding those titles for the combined organization.

NightHawk President and CEO David Engert will remain as board advisor. The rest of the management team will be drawn from both companies.

The last closing stock price for NightHawk prior to the transaction was $3.25 per share. By Monday night, the stock closed $3.13 higher at $6.38.

After NightHawk Radiology opened in 2001, it grew from three to 500 employees, with offices around the world, including Sydney, Australia and Switzerland.

In 2004 the company received a cash infusion of $25 million from Summit Partners, a private equity and venture capital firm.

On Aug. 13, 2009, NightHawk agreed to repurchase 3 million shares of its common stock held by the company's founder and former chairman, Dr. Paul E. Berger, for $4.63 per share.

In the past year the company's stock (Nasdaq:NHWK) has traded as high as $7.75, according to a past Press story.