Primedex To Buy Texas Imaging Chain

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Los Angeles-based Primedex Health Systems Inc. said on Friday that it would buy Dallas-based imaging center operator Radiologix Inc. in a cash and stock transaction valued at around $208 million.

Primedex, which runs diagnostic imaging centers in California, said the deal would create the nation’s largest owner and operator of fixed-site diagnostic imaging centers, with 132 locations in 11 states, including 80 in California. After closing the transaction, Primedex will have over $400 million of annual revenues, it said.

“With truly complementary geographic operations and management systems, we are ideally positioned to strengthen what will be the leading provider in the fixed center imaging services arena, and to expand aspects of the unique Primedex business model on a national scale,” said Primedex Chief Executive Howard Berger in a statement.

In conjunction with the deal, Primedex plans to change its corporate name to Radnet Inc. and submit an application for listing on the American Stock Exchange, where Radiologix shares now trade. Primedex shares trade on the over-the-counter bulletin board.

The transaction, whose value includes including assumed debt, is expected to close in the second half of 2006. Under terms of the deal, Radiologix shareholders would receive $1.84 cash and one share of Primedex common stock for each Radiologix share, or total consideration of $3.59 per share. This represents a 60 percent premium to Thursday’s closing price of $2.25 for Radiologix.

GE Healthcare Financial Services has provided a commitment for $405.0 million of senior debt financing, which includes a $45 million revolving credit facility for working capital and general corporate purposes that will be substantially undrawn and available to Primedex at the close of the transaction.

Shares of Primedex, which initially rose 15 percent on the news, settled down to $1.71, up 2 percent.

The acquisition comes as radiology centers nationwide face stiff cuts in reimbursement as part of the Deficit Reduction Act of 2005, which will reduce reimbursement for Medicare diagnostic imaging scans beginning Jan. 1. Those cuts are expected have a $16.8 million impact for the combined companies in 2007.

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