Digirad Corporation (NASDAQ: DRAD) announced that it has sent a letter to PDI, Inc. (Nasdaq: PDII), a healthcare commercialization services company, expressing its willingness to acquire the company, through an appropriate acquisition entity by merger or otherwise, for a premium to PDI's current market price, to be determined after due diligence and discussions with the company. Digirad anticipates the consideration would be comprised of cash and stock of Digirad at a ratio to be determined at a later date.
"We are pleased to submit this proposal and move quickly to complete a transaction that we believe would provide strategic benefits to both Digirad and PDI as well as their respective employees and customers," said Mr. Molchan, President and Chief Executive Officer of Digirad. "Our proposal would provide PDI stockholders immediate value with cash and the opportunity to participate in the success of a more efficient and diversified combined company through our stock."
The full text of the letter follows:
October 29, 2014
Via Facsimile and Overnight Courier
Gerald P. BelleChairman of the BoardPDI, Inc.Morris Corporate Center 1, Building A 300 Interpace ParkwayParsippany, NJ 07054
Dear Mr. Belle:
Digirad Corporation sets forth its willingness to offer to acquire PDI, Inc. ("PDI" or the "Company"), through an appropriate acquisition entity by merger or otherwise, for a premium to PDI's current market price, to be determined after due diligence and discussions with the Company. Digirad anticipates the consideration would be comprised of cash and stock of Digirad at a ratio to be determined at a later date. We believe our proposal represents the best means for stockholders of PDI to maximize the value of their shares by providing them with liquidity at a premium as well as the benefit from any upside in the shares of Digirad.
We propose that the transaction be accomplished through a definitive merger agreement. Our proposal is conditioned upon satisfactory completion of due diligence typical for a transaction of this type, obtaining all necessary consents and approvals, waiver of any Company anti-takeover provisions, other customary conditions for a transaction of this type and size and the execution of a definitive agreement. Our proposal is not based on any financing contingency. We are prepared to enter into an appropriate confidentiality agreement (without standstill provisions) and commence our due diligence immediately.
Our interest in acquiring PDI is based on publicly available information. We would expect to submit a proposed purchase price based on our due diligence and our determination of any additional value inherent in PDI based on operating results, synergies or otherwise as a result of our due diligence. We invite you to share with us any documentation in your possession which you believe reflects additional value in the shares that you believe may not already be known to us.
We stand ready to meet with the Board of Directors and its representatives as soon as possible. Our proposal may be the last opportunity for stockholders to maximize the value of their shares on an expeditious and cost-effective basis. We call upon PDI to operate in the ordinary course of business during our discussions. Given our ability to consummate the transaction without a financing contingency, we expect that the Board will meet with us promptly and seriously consider our proposal. We intend to evaluate all our options and take appropriate action with respect to PDI should we fail to hear a favorable response from the Board to our proposal. Please call me at (770) 813-8323 to discuss.
Very truly yours,
DIGIRAD CORPORATION
By: /s/ Matthew G. Molchan_______
Name: Matthew G. Molchan
Title: President and Chief Executive Officer
