UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the
Registrant
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Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2
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NIGHTHAWK RADIOLOGY HOLDINGS, INC.
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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The following email was sent by David Engert, Chief Executive Officer of NightHawk Radiology Services
(“NightHawk”) to Nighthawk’s employees and radiologists on November 24, 2010:
Dear Employees and Radiologists,
In the interest of keeping everyone up to date, I would like to share with all of you, that the planned combination of vRad and NightHawk has
taken another important step forward. Yesterday we mailed a definitive proxy statement to our stockholders. In that document, we set December 22nd as the day when our stockholders will vote on the merger. Assuming the stockholders approve the
merger, we expect to complete the legal closing of the merger later that day.
Integration planning efforts are underway and teams are hard at
work determining the plan for integrating the two organizations. The goal for the integration remains to bring the expertise and resources of vRad and NightHawk together to provide our clients with enhanced quality and service. We will continue to
share more information with you regarding the efforts of the integration planning as decisions are made.
As we have stressed, prior to the
closing of the merger, we are only allowed to discuss integration planning and are not allowed to take any integration steps. Through the closing of the transaction, the vRad team will continue to serve existing vRad customers as they always have,
and the NightHawk team will continue to serve existing NightHawk customers as we always have. Integration of the combined organizations will be evolutionary and may take up to 12 months.
Looking ahead, the value of NightHawk and vRad together is clear regarding our combined ability to fundamentally improve the delivery of radiologic care across the United States by expanding access,
improving quality, and reducing costs. Thank you for your continuing efforts, and I look forward to working together with all of you to make this combination a great success for our clients and for you.
Sincerely,
Dave Engert
Additional Information and Where to Find It
In connection with proposed transaction, NightHawk has filed with the Securities and Exchange Commission (SEC) and mailed to stockholders a definitive proxy statement and other relevant documents
regarding the proposed transaction to NightHawk’s stockholders. NIGHTHAWK’S STOCKHOLDERS ARE URGED TO READ NIGHTHAWK’S DEFINITIVE PROXY STATEMENT IN CONNECTION WITH NIGHTHAWK’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO
BE HELD TO APPROVE THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NIGHTHAWK AND THE PROPOSED TRANSACTION.
NightHawk’s stockholders may obtain a free copy of these documents, as well as other filings containing information about NightHawk, at the SEC’s website
www.sec.gov
. NightHawk’s stockholders may also obtain, without charge,
a copy of the proxy statement and any other relevant documents (when available) by directing a request to: 4900 N. Scottsdale Road, 6th Floor, Scottsdale, Arizona 85251, Attention: Investor
Relations, or by telephone at (866) 400-4295 or through NightHawk’s website at
www.nighthawkrad.net
.
NightHawk and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from NightHawk’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of NightHawk and their
respective interests in NightHawk by security holdings or otherwise is set forth in the definitive proxy statement which was filed with the SEC on November 23, 2010.
Forward Looking Statements
This communication contains statements that are forward-looking
statements as defined within the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including
general economic conditions, competitive conditions in the radiology industry, and regulatory risks.
Such risks also include failure to
satisfy the conditions of the proposed transaction, including failure to obtain the required approvals of NightHawk’s stockholders; the costs and expenses associated with the proposed transaction; contractual restrictions on the conduct of
NightHawk’s business included in the merger agreement; the potential loss of key personnel, disruption of NightHawk’s business or any impact on NightHawk’s relationships with third parties as a result of the proposed transaction; any
delay in consummating the proposed merger or the failure to consummate the transaction; and the outcome of, or expenses associated with, any litigation which may arise in connection with the proposed transaction.
Other factors that could cause NightHawk’s operating and financial results to differ are described in the company’s periodic reports filed with
the SEC. Other risks may be detailed from time to time in reports to be filed with the SEC. NightHawk does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof, except
as required by law.
About Virtual Radiologic
Virtual Radiologic Corporation (vRad) is a privately owned national radiology practice working in partnership with local radiologists and hospitals to optimize radiology’s pivotal role in patient
care. vRad’s more than 140 radiologists serve 1,200+ facilities, reading 2.7 million studies annually. Delivering access to extensive subspecialty coverage, vRad contributes to improved quality of patient care. And with its next-generation
technology, vRad enhances productivity, helping to lower the overall cost of care while expediting time to diagnosis and treatment. For more information, visit
www.vrad.com
.
About NightHawk
NightHawk Radiology (NASDAQ:NHWK) is leading the transformation of the
practice of radiology by providing high-quality, cost-effective solutions in the U.S. NightHawk
provides the most complete suite of solutions, designed to increase efficiencies and improve the quality of patient care and the lives of radiologists. NightHawk’s team of U.S.
board-certified, state-licensed, and hospital-privileged physicians are located in the United States, Australia, and Switzerland. They provide services 24 hours a day, 7 days a week, to nearly 1,500 sites. For more information, visit
www.nighthawkrad.net
.
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