Agiliti, Inc. (“Agiliti”) today announced the results of its previously announced cash tender offer to purchase all of its outstanding warrants (the “Offer”) for $0.95 per warrant, in cash, without interest, upon the terms and subject to the conditions set forth in the written offer to purchase, dated March 25, 2019, as amended and supplemented by Amendment No. 1, dated April 22, 2019, the related letter of transmittal and the other related offer materials. The Offer expired at 12:00 midnight, Eastern Time, at the end of the day on May 3, 2019.
Based on information provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total of 22,798,414 public warrants (including 1,500,001 warrants in guaranteed deliveries) and 14,950,000 private placement warrants, collectively representing 99.47% of total outstanding warrants, were properly tendered and not properly withdrawn prior to the expiration of the Offer. The Company accepted for purchase all such warrants and will pay an aggregate amount of approximately $35.9 million in cash for the warrants tendered. Payment of the purchase price to tendering holders will be made promptly. After completion of the Offer, 201,586 public warrants and no private placement warrants will remain outstanding. Outstanding warrants will expire on January 4, 2024.
Cowen acted as the dealer manager for the Offer. Morrow Sodali LLC acted as the information agent for the Offer. All questions concerning the Offer should be directed to Morrow Sodali LLC at 1-800-662-5200. The depositary for the Offer was Continental Stock Transfer & Trust Company.
About Agiliti
Agiliti is a leading nationwide provider of end-to-end healthcare technology management and service solutions to the healthcare industry. Agiliti owns or manages more than 850,000 units of medical equipment for approximately 7,000 national, regional and local acute care hospitals and alternate site providers across the U.S. For more than 75 years, Agiliti has delivered medical equipment management and service solutions that help clients reduce costs, increase operating efficiencies, improve caregiver satisfaction and support optimal patient outcomes.
Forward-looking Statements
This press release contains “forward-looking statements,” as defined by federal securities laws, including statements regarding the expected timing of the settlement of the Offer. Forward-looking statements reflect Agiliti’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in Agiliti’s Annual Report on Form 10-K for the year ended December 31, 2018, which is accessible on the SEC’s website at www.sec.gov and in the Offer to Purchase delivered to the Agiliti warrant holders. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Agiliti’s filings with the SEC. While forward-looking statements reflect Agiliti’s good faith beliefs, they are not guarantees of future performance. Agiliti disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Agiliti (or to third parties making the forward-looking statements).
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