ADP acquisition

Nov. 7, 2011
Acquisition made at $19 per share.

WAKEFIELD, Massachusetts--American Dental Partners has announced entering into a definitive agreement to be acquired by funds affiliated with JLL Partners, a private equity firm.

The acquisition provides for holders of the company's outstanding common shares to receive $19 per share in cash. The price represents a premium of 83% to the closing price of the common shares as of Nov. 4, 2011. The transaction is valued at approximately $398 million, including $81 million in currently outstanding debt.

A special committee of the company's board of directors, composed of six independent directors, negotiated the transaction and recommended it to the full board.

The special committee of the company's board is being advised by an independent financial advisor, Greenhill & Co., LLC, and an independent legal advisor, Wilmer Cutler Pickering Hale and Dorr LLP.

BofA Merrill Lynch is acting as financial advisor to the company and Baker & Hostetler, LLP is acting as legal advisor to the company. Simpson Thacher & Bartlett LLP is acting as legal advisor to JLL. Jefferies & Co. is acting as financial advisor to JLL.

It is expected that Gregory A. Serrao, the company's chief executive officer, and other members of senior management will continue in their roles with the company after completion of the transaction.

JLL has secured committed debt financing from KeyBank National Association, CIT Healthcare, LLC and NXT Capital, LLC to finance the acquisition.

American Dental Partners announces reaccreditation

Under the terms of the merger agreement, the company may solicit acquisition proposals from third parties for a period of 40 calendar days from the date of the merger agreement. The merger agreement provides JLL a customary right to match a superior proposal.

There can be no assurance that this process will result in a superior proposal. If there is not a superior offer, the transaction is expected to close during the first quarter of 2012, subject to customary closing conditions, including receipt of shareholder and regulatory approvals. The company does not intend to disclose developments with respect to the solicitation process until the process is concluded.

American Dental Partners also announced that it will not host a conference call/webcast to discuss its fiscal 2011 third quarter results.

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