CDSI Holdings Inc. issued a Press Release announcing they entered into a definitive Merger Agreement and Plan of Reorganization with certain stockholders of SG Blocks. In accordance with the Merger Agreement, at the closing, Merger Sub will be merged with and into SG Blocks with SG Blocks becoming a wholly-owned subsidiary of CDSI and the current stockholders and warrant holders of SG Blocks will be issued shares, and warrants to purchase shares, of CDSI common stock such that they will beneficially own 91% of CDSI’s common stock post-merger, and CDSI’s current stockholders will own 8% of CDSI’s common stock post-merger. Ladenburg Thalmann & Co. Inc. will receive in the merger 1% of CDSI common stock pursuant to contractual obligations between SG Blocks and Ladenburg Thalmann & Co. Following the merger, CDSI will be re-named “SG Blocks, Inc.” and its common stock will continue to be traded under the symbol “CDSI.OB” until a new symbol that reflects the new name is secured. As wholly-owned subsidiary of CDSI, SG Blocks will be renamed “SG Building Blocks, Inc.” Since its inception in 2007, SG Blocks has advanced and promoted the use of code engineered cargo shipping containers in safe and “green” construction and developed and implemented the technology to break away from standardized container-construction while maintaining reduced costs. Offering a product that typically exceeds many building code requirements, SG Blocks seeks to enable developers, architects, builders and owners to achieve greener construction, faster execution and stronger buildings of higher value.
- 7/28/11
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Friday, September 09 2011 2:53 PM, EST DAVITA INC FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits Edgar Online "Glimpses"
Item 2.01. Completion of Acquisition or Disposition of Assets
On September 2, 2011 , pursuant to an Agreement and Plan of Merger dated as of February 4, 2011 (the "Merger Agreement") among DaVita Inc. , a Delaware corporation (the "Company"), CDSI I Holding Company, Inc. , a Delaware corporation ("CDSI") and parent company of dialysis provider DSI Renal, Inc. ("DSI"), DVA Acquisition Company , a Delaware corporation and indirect wholly owned subsidiary of the Company ("Merger Sub"), and CDSI Representative LLC , a Delaware limited liability company, as representative of DSI's stockholders, the Merger Sub merged with and into CDSI , with CDSI continuing as the surviving corporation and an indirect wholly-owned subsidiary of the Company. As a result of the Merger, CDSI stockholders received approximately $689 million , subject to certain adjustments. DSI operates 113 dialysis centers serving approximately 8,000 patients. DSI generated approximately $367 million in unaudited revenues for the 12 months ended June 30, 2011 .
Pursuant to a consent order issued by the Federal Trade Commission on September 2, 2011 (the "Consent Order") as a condition precedent to the DSI acquisition, the Company is divesting 30 dialysis centers (the majority of which were acquired pursuant to the Merger Agreement, but some of which the Company had owned previously) for a total sale price of $91 million , subject to certain adjustments, pursuant to an Asset Purchase Agreement dated August 26, 2011 (the "Asset Purchase Agreement") among the Company, Dialysis Newco, Inc. , a portfolio company of Frazier Healthcare VI, L.P. , and New Enterprise Associates 13, Limited Partnership. New Enterprise Associates 13, Limited Partnership is an investment fund managed by New Enterprise Associates , and John Nehra , a member of the board of directors of the Company, is a special partner at New Enterprise Associates . Under the Asset Purchase Agreement, Dialysis Newco will assume specified liabilities related to the centers it is acquiring. All other liabilities, as well as cash and accounts receivable, will be retained by the Company. The divested centers served approximately 21,904 patients and generated unaudited revenues of approximately $82.7 million for the 12 months ended June 30, 2011 . The transaction is expected to close within thirty days of the consummation of the DSI merger as required in the Consent Order. A copy of the Consent Order is attached as Exhibit 99.1 and is incorporated herein by reference.
A copy of the press release dated September 6, 2011 announcing the closing of the DSI acquisition and the impending divestiture of the 30 centers is attached as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 99.1 Consent order issued September 2, 2011 99.2 Press release dated September 6, 2011
Haven't done any DD on this. I just wanted to share the news.
