PRIMEDEX HEALTH SYSTEMS, INC. STOCKHOLDERS APPROVE ACQUISITION OF RADIOLOGIX, INC.
Primedex Stockholders Also Approve Name Change and Reverse Stock Split
Los Angeles, California, November 15, 2006- Primedex Health Systems, Inc. (OTCBB: PMDX.OB) announced today that its stockholders have approved the company's acquisition of Radiologix, Inc. (AMEX: RGX), which is scheduled to close later today. Primedex will acquire Radiologix in a cash and stock transaction valued at the time of announcement on July 7, 2006, at approximately $208 million, including net debt. With 134 locations throughout the United States, the combined company will be the largest owner and operator of fixed-site diagnostic imaging centers in the United States. After the acquisition, Primedex will have 83 centers in California, 31 centers in Maryland, 12 centers in New York and 8 centers in other states, including Florida, Kansas, Colorado and Minnesota.
The acquisition of Radiologix, a national provider of imaging services headquartered in Dallas, Texas, allows Primedex to expand its presence in California, and gives Primedex a concentrated platform outside of California that it plans to optimize and grow. Primedex will use the acquisition to further its strategies of geographic clustering, exclusive capitation contracting and multi-modality product offerings, which it will now be able to pursue on a national scale.
Primedex's stockholders also approved the following proposals:
Election of Howard G. Berger, M.D., John V. Crues, III, M.D., Norman R Hames, Lawrence L. Levitt, and David L. Swartz as directors
The change of the Company's corporate name to RadNet, Inc.
An increase in the authorized number of shares
Implementation of stock transfer restrictions in connection with preserving its approximate $160 million tax net operating loss carry forward
A 1 for 2 reverse stock split
Approval of the 2006 Stock Incentive Plan
The ratification of Moss Adams LLP as the company's independent registered public accounting firm for the fiscal year ended October 31, 2006
Primedex will file an amendment to its Certificate of Incorporation on November 27, 2006 effecting the Company's name change to RadNet, Inc., increasing the authorized number of shares and completing the 1 for 2 reverse stock split.
ABOUT PRIMEDEX HEALTH SYSTEMS, INC.
Primedex Health Systems, Inc., is the California market leader in providing high-quality, cost-effective diagnostic imaging services through a network of fully-owned and operated outpatient imaging centers. As of October 31, 2006, Primedex owned and operated 65 facilities. For its fiscal year ended October 31, 2006, Primedex and its subsidiaries performed approximately 1,000,000 diagnostic imaging procedures. At October 31, 2006, together with Beverly Radiology Medical Group, the medical group that provides medical services to the majority of the Company's locations, the Company had a total of 950 full-time and 375 part-time and per-diem employees. For more information, visit www.radnet.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning the benefits of the proposed transaction, expected synergies, anticipated future financial and operating performance, and Primedex Health Systems' ability to continue to grow the business by generating patient referrals and contracts with radiology practices, recruiting and retaining technologists, and receiving third-party reimbursement for diagnostic imaging services, as well as Primedex's financial guidance, are forward-looking statements within the meaning of the Safe Harbor. Forward-looking statements are based on management's current, preliminary expectations and are subject to risks and uncertainties which may cause Primedex's actual results to differ materially from the statements contained herein. These risks and uncertainties include, among others, problems that may arise in successfully integrating the businesses of the two companies; unexpected costs involved in the transaction; the inability of the combined companies to achieve cost-cutting synergies; future regulatory or legislative actions in the industry; as well as those set forth in Primedex's reports filed with the SEC, including its annual report on Form 10-K for the year ended October 31, 2005, and Quarterly Reports on Form 10-Q for the quarters ended January 31, 2006, April 30, 2006 and July 31, 2006 and the joint proxy statement/prospectus dated October 20, 2006. Undue reliance should not be placed on forward-looking statements, especially guidance on future financial performance, which speaks only as of the date it is made. Primedex undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.