Affiliates of Vestar Capital Partners V, L.P.
Launch $8.20 Per Share Cash Tender Offer for All
Outstanding Shares of Health Grades, Inc.
August 10, 2010 06:33 AM Eastern Daylight Time
NEW YORK--(EON: Enhanced Online News)--Mountain Acquisition Corp. and Mountain Merger Sub Corp.,
both affiliates of Vestar Capital Partners V, L.P. (“Vestar”) formed for the purpose of acquiring Health Grades, Inc.
(Nasdaq: HGRD) (“HealthGrades”), today announced that, in accordance with the previously announced
Agreement and Plan of Merger, dated as of July 27, 2010, among Mountain Acquisition Corp., Mountain Merger
Sub Corp., Mountain Acquisition Holdings, LLC and HealthGrades (as amended on August 9, 2010, the “Merger
Agreement”), they have commenced a tender offer to acquire all of the outstanding shares of HealthGrades’
common stock for $8.20 per share in cash. The aggregate purchase price for the equity of HealthGrades is
approximately $294 million (which consists of approximately 35.9 million shares, inclusive of all shares of common
stock outstanding, securities convertible into common stock and shares of common stock issuable pursuant to a
noncompete agreement with an executive officer).
In connection with the tender offer, Mountain Acquisition Corp. has been granted early termination of the “waiting
period” under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Upon the successful closing of the tender offer, stockholders of HealthGrades will receive $8.20 in cash for each
share tendered in the offer, without interest and less any applicable withholding taxes. Following completion of the
tender offer, under the terms of the Merger Agreement, Mountain Merger Sub Corp. will complete a second-step
merger in which any remaining Shares will be converted into the right to receive the same per share price paid in the
Today, Mountain Acquisition Corp. and Mountain Merger Sub Corp. are filing with the Securities and Exchange
Commission (the “SEC”) a tender offer sta