National Dentex completes merger

July 30, 2010
Merger is with GeoDigm, a Welsh, Carson, Anderson & Stowe portfolio company.

NATICK, Massachusetts--National Dentex Corporation, an owner/operator of dental laboratories in North America, has announced that earlier shareholders have adopted and approved a merger agreement.

The agreement is among GDC Holdings, a Delaware corporation, Royal Acquisition, a Delaware corporation and an indirect wholly owned subsidiary of GDC and a direct wholly owned subsidiary of GeoDigm, a Minnesota corporation, and National Dentex.

Pursuant to the terms of the agreement, Royal Acquisition was merged with and into National Dentex, and as a result National Dentex continues as the surviving corporation and a wholly owned subsidiary of GeoDigm, a technology based manufacturing and laboratory company and a portfolio company of Welsh, Carson, Anderson & Stowe.

Under the terms of the merger agreement, National Dentex’s shareholders will receive $17 in cash for each share of National Dentex common stock they hold, representing a premium of approximately 70% over National Dentex’s closing share price of $10.02 on April 1, 2010, the last trading day before the merger announcement.

“We believe that the merger with GeoDigm provides an attractive all-cash valuation to our shareholders,” said David L. Brown, chief executive officer of National Dentex. “We look forward to partnering with GeoDigm and its ICON platform to transform dental lab operations and create clear value for our dental clients.”

Added Andrew Hofmeister, chief executive officer of GeoDigm: “We look forward to working with National Dentex’s strong management team and broad laboratory network, which are vital to extending ICON technology’s benefits to dental clients everywhere. Welsh Carson’s financial sponsorship greatly increases the National Dentex-GeoDigm combination’s acquisition capacity. This capacity offers unaffiliated laboratory owners an opportunity to acquire fundamentally transformative technology through joining an industry leader.”

With the closing of the merger, National Dentex’s common stock will cease to trade on Nasdaq at market close July 30, 2010, and will be delisted.

Additional information is available online at

To read more about National Dentex, go to National Dentex.

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