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withdrawn prior to the expiration of the Offer.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.
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.
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).