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Harvey & Company initiated the acquisition of Emergent Group. Below is the press release following the transaction:
Emergent Group/PRI Medical to be acquired by
Universal Hospital Services
February 7, 2011
SUN VALLEY, CA, February 7, 2011 – Emergent Group Inc. (NYSE Amex Equities:
LZR), a leading provider of mobile medical lasers and surgical equipment through its
wholly owned subsidiary, PRI Medical Technologies, Inc., today announced that it has
signed a definitive agreement with Universal Hospital Services, Inc. (UHS), whereby
UHS will make a cash tender offer of $8.46 per share for all outstanding shares of
Emergent Group after a customary “go-shop” period of 21 days. UHS has estimated
that the total enterprise value of the transaction including debt assumption is
approximately $70 million.
Assuming that UHS acquires at least 65% of the outstanding shares on a fully
diluted basis, UHS intends to promptly take appropriate action to merge Emergent
Group into a wholly-owned UHS subsidiary and pay all-non-tendering holders of
Emergent Group the same consideration per share as paid in the tender offer. The
directors and executive officers of Emergent Group, holding in the aggregate
approximately 47% of the outstanding shares, have agreed to tender their shares in the
tender offer unless it is terminated as a result of a superior proposal.
The tender offer is expected to commence in early March 2011. The transaction is
not subject to a financing condition. The companies expect to close the transaction
within 45 to 90 days.
“This transaction represents a new opportunity for PRI Medical and its employees to
bring its cost-effective solutions nationwide through Universal Hospital Services’
extensive distribution network covering all 50 states,” said Bruce J. Haber, Chairman
and CEO of both Emergent Group and PRI Medical. “We also believe that the
transaction will be highly beneficial to shareholders. Emergent Group’s leadership has
always acted with our shareholders in mind, as evidenced by our past efforts to
enhance shareholder value and our Board’s declarations of sizeable annual dividends.”
PRI Medical currently operates in 16 states and provides surgical equipment and
laser technology to hospitals, outpatient surgery centers and physicians' offices. The
equipment is supplied with specialized technicians, who support its proper operation
and maintenance. PRI Medical also sells its customers the consumable items required
for the equipment’s operation. The company’s equipment rentals allow hospitals and
other providers to conserve capital and upgrade to new, cost-effective, physicianpreferred
medical technologies used primarily to treat the rapidly growing older
population. PRI Medical also has partnered with medical technology manufacturers,
recommending rentals as one alternative to their long selling cycles and, thus, opening
up additional revenue streams for them.
“PRI Medical will allow us to expand our offerings into state-of-the-art surgical
equipment and services for our hospital and surgery center customers,” said Gary
Blackford, Chairman and CEO of UHS. “It will enhance and expand our ability to meet
our commitment to our customers to bring comprehensive solutions that reduce costs,
increase efficiencies and drive better health care outcomes.”
About Emergent Group Inc.
Emergent Group Inc., through its wholly owned subsidiary, PRI Medical Technologies, Inc., provides
mobile medical laser and surgical equipment in 16 states on a per-procedure basis to hospitals,
outpatient surgery centers and physicians' offices. Surgical equipment is provided to customers along
with technical support personnel to ensure that such equipment is operating correctly. PRI Medical
currently offers its services in five states in the western United States and 11 states along the eastern
seaboard. Emergent Group, Inc. is a member of the Russell Microcap® Index. For investor and product
information, please visit Emergent Group's website, www.emergentgroupinc.com.
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