MANHATTAN BEACH, Calif., April 1, 2016 /PRNewswire/ -- Vantage Oncology, LLC (the "Issuer") today announced that it and Vantage Oncology Finance Co. (collectively, the "Issuers") have commenced a change of control offer (the "Change of Control Offer") relating to its outstanding 9.500% Senior Secured Notes due 2017 (CUSIP Nos. 92208A AA2; U9218R AA4; 92208A AB0; U9218R AB2) (the "Notes") on the terms and subject to the conditions set forth in the Notice of Change of Control and Offer to Purchase dated April 1, 2016 (the "Offer to Purchase").
On February 22, 2016, the Issuer's parent company, Vantage Oncology Holdings, LLC ("Holdings"), entered into a definitive merger agreement, with McKesson Corporation ("McKesson"), pursuant to which, under the terms and conditions set forth therein, McKesson would acquire Holdings (the "Acquisition"). On April 1, 2016, Holdings and McKesson completed the Acquisition.
Under the terms of the indenture governing the Notes, the Acquisition is deemed a Change of Control, and the Issuers are required to make the Change of Control Offer within 30 days following such Change of Control. The consideration for each $1,000 principal amount of notes tendered and not withdrawn, pursuant to the Change of Control Offer, subject to proration, will be $1,010 (101% of the principal amount thereof), plus accrued and unpaid interest to, but not including, the date the notes are purchased by the Issuers.
The Change of Control Offer commences on April 1, 2016 and expires at 5:00pm, New York City time, on May 2, 2016 (such time and date as the same may be extended, the "Expiration Date"). Holders may withdraw their notes at any time prior to 5:00p.m. on May 3, 2016 (such time and date as the same may be extended, the "Withdrawal Deadline"). The Issuers currently expect to purchase any Notes validly tendered by the Expiration Date, and not withdrawn by the Withdrawal Deadline, on May 5, 2016.
On April 1, 2016, the Issuers also irrevocably instructed the trustee to deliver on April 18, 2016, a notice of redemption to the holders of the Notes with respect to the optional redemption on June 15, 2016, of the Notes at a price equal to 100.000% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of redemption (the "Optional Redemption"). Any Notes not tendered into the Change of Control Offer will be subject to the Optional Redemption.
The Depositary for the Change of Control Offer is Wells Fargo Bank, National Association and can be contacted at (800) 344-5128, option 0. Copies of the Offer to Purchase and other related documents may be obtained from the Company by contacting (310) 335-4000.
This press release is for information purposes only and is not an offer to purchase, or the solicitation of an offer to purchase, the notes.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The Change of Control Offer is being made only through, and subject to the terms and conditions set forth in, the Offer to Purchase and related materials.
None of the Issuers, the Depositary or any affiliate of any of them makes any recommendation as to whether or not holders of the Notes should tender Notes in response to the Change of Control Offer. The Issuers make no recommendation as to whether holders of the Notes should tender their Notes into the Change of Control Offer or await the Optional Redemption, and holders of the Notes should consult their own advisors with respect to such decision. Each holder of the Notes must decide whether to tender Notes and, if tendering, the amount of Notes to tender. Holders of the Notes are urged to review carefully all information contained or incorporated by reference in the Offer to Purchase and related materials before any decision is made with respect to the tender offer.
Founded in October 2002, Manhattan Beach, California-based Vantage Oncology, LLC is a leading national provider of radiation oncology, medical oncology and other value-based integrated cancer care services. The company's founding principles were to address the growing need among cancer patients, hospitals and physicians for accessible and advanced cancer treatments. Vantage currently operates over 50 treatment facilities in 13 states. For more information about Vantage, visit www.vantageoncology.com.
Cautionary Statement on Forward-Looking Statements
Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to us as of the date of the release, and we assume no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to "Risk Factors" and "Cautionary Statements Regarding Forward-Looking Statements" in the Issuers' Annual Report dated December 31, 2014.
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SOURCE Vantage Oncology, LLC