1
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase dated March 31, 1999 and the related Letter of
Transmittal and is being made to all holders of Shares (as defined below).
Purchaser (as defined below) is not aware of any state where the making of the
Offer is prohibited by administrative or judicial action pursuant to any valid
state statute. If Purchaser becomes aware of any valid state statute prohibiting
the making of the Offer, Purchaser will make a good faith effort to comply with
such statute. If, after such good faith effort, Purchaser cannot comply with
such state statute, the Offer will not be made to nor will tenders be accepted
from or on behalf of the holders of Shares in such state. In any jurisdiction
where the securities, "blue sky" or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock and
Class A Common Stock
of
Sheridan Healthcare, Inc.
at
$9.25 Net Per Share
by
Vestar/Sheridan, Inc.
a wholly owned subsidiary of
Vestar/Sheridan Holdings, Inc.
a wholly owned subsidiary of
Vestar/Sheridan Investors, LLC
Vestar/Sheridan, Inc., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Vestar/Sheridan Holdings, Inc., a Delaware
corporation ("Parent") and a wholly owned subsidiary of Vestar/Sheridan
Investors, LLC, a Delaware limited liability company ("Holdings"), hereby offers
to purchase for cash all of the outstanding shares of Common Stock, par value
$0.01 per share ("Common Stock"), and Class A Common Stock, par value $0.01 per
share ("Class A Common Stock and, together with the Common Stock, the "Shares"),
of Sheridan Healthcare, Inc., a Delaware corporation (the "Company"), at a
purchase price of $9.25 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 31, 1999 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, APRIL 27, 1999, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING
VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER
A NUMBER OF SHARES WHICH, TOGETHER WITH ANY SHARES OWNED BY PARENT OR PURCHASER,
OR ANY CONTROLLED AFFILIATE THEREOF, CONSTITUTES AT LEAST A MAJORITY OF THE
VOTING POWER (DETERMINED ON A FULLY-DILUTED BASIS), ON THE DATE OF PURCHASE, OF
ALL THE SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS OR IN A MERGER (THE "MINIMUM CONDITION") AND (ii) (1) PURCHASER SHALL
HAVE RECEIVED FUNDING FOR THE OFFER SUFFICIENT TO PAY FOR ALL SHARES TENDERED
PURSUANT TO THE OFFER AND NOT VALIDLY WITHDRAWN AND TO PAY ALL FEES AND EXPENSES
RELATED TO THE OFFER AND OTHERWISE ON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THE NATIONSBANK COMMITMENT LETTER (AS DEFINED IN THE MERGER
AGREEMENT) AND (2) THE PERMANENT FACILITIES (AS DEFINED IN THE MERGER AGREEMENT)
SHALL HAVE BEEN FULLY EXECUTED AND DELIVERED AND SHALL BE IN FULL FORCE AND
EFFECT AND ALL CONDITIONS TO FUNDING THEREUNDER THAT ARE REQUIRED TO BE, OR ARE
CAPABLE OF BEING, SATISFIED PRIOR TO THE PURCHASE OF SHARES PURSUANT TO THE
OFFER SHALL HAVE BEEN SATISFIED AND THERE IS NO REASON TO BELIEVE THAT ANY OF
THE OTHER CONDITIONS TO FUNDING UNDER THE PERMANENT FACILITIES WILL NOT BE
SATISFIED PRIOR TO THE TERMINATION OF THE MERGER AGREEMENT OR THE PERMANENT
FACILITIES.
The purpose of the Merger Agreement is to acquire control of, and the
entire equity interest in, the Company. As promptly as practicable following
consummation of the Offer and after satisfaction or waiver of all conditions to
the Merger (as defined below) set forth in the Merger Agreement (as defined
below), Purchaser intends to acquire the remaining equity interest in the
Company not acquired in the Offer by consummating the Merger. The Offer is being
made pursuant to an Agreement and Plan of Merger, dated as of March 24, 1999
(the "Merger Agreement"), among Parent, Purchaser and the Company. The Merger
Agreement provides, among other things, for the making of the Offer by
Purchaser, and further provides that, following the completion of the Offer,
upon the terms and subject to the conditions of the Merger Agreement and in
accordance with the Delaware General Corporation Law ("DGCL"), Purchaser will be
merged into the Company (the "Merger"). At the effective time of the Merger (the
"Effective Time") each Share outstanding immediately prior to the Effective Time
(other than Shares owned by Parent and its subsidiaries and Shares held by
stockholders who have not voted in favor of or consented to the Merger and who
have properly demanded appraisal of their Shares in accordance with Section 262
of the DGCL) will, by virtue of the Merger and without any action on the part of
the holders thereof, be canceled, extinguished and converted into the right to
receive $9.25 in cash, or any higher price that may be paid pursuant to the
Offer, payable to the holder thereof, without interest, less any withholding
taxes required under applicable law. The Merger Agreement is more fully
described in the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY (EXCLUDING
ABSTAINING DIRECTORS WHO WOULD BE CONSIDERED "INTERESTED DIRECTORS" UNDER THE
DGCL) DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER, ARE FAIR TO AND IN THE BEST
INTERESTS OF THE HOLDERS OF SHARES, APPROVED THE MERGER AGREEMENT AND THE OFFER
AND THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, DECLARED THE
MERGER TO BE ADVISABLE AND RESOLVED TO RECOMMEND THAT THE HOLDERS OF THE SHARES
ACCEPT THE OFFER, TENDER THEIR SHARES TO PURCHASER AND ADOPT THE MERGER
AGREEMENT.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to American
Stock Transfer & Trust Company (the "Depositary") of Purchaser's acceptance for
payment of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payments from Purchaser and transmitting such payments to
stockholders whose Shares have been accepted for payment. Under no circumstances
will interest on the purchase price for Shares be paid by the Purchaser,
regardless of any extension of the Offer or any delay in making such payment. In
all cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates representing Shares (the "Share Certificates") or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Depository Trust Company (the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in the Offer to Purchase, (ii) the Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer and (iii) any other
documents required by the Letter of Transmittal.
Subject to the provisions of the Merger Agreement and the applicable
rules and regulations of the Securities and Exchange Commission (the
"Commission"), Purchaser reserves the right, in its sole discretion, to waive
any or all conditions to the Offer (other than the Minimum Condition) and to
make any other changes in the terms and conditions to the Offer. Subject to the
provisions of the Merger Agreement and the applicable rules and regulations of
the Commission, if by the Expiration Date any or all of such Offer Conditions
have not been satisfied, Purchaser reserves the right (but shall not be
obligated) to (i) terminate the Offer and return all tendered Shares to
tendering stockholders, (ii) waive such unsatisfied conditions (other than the
Minimum Condition) and purchase all Shares validly tendered or (iii) extend the
Offer and, subject to the terms of the Offer (including the rights of
stockholders to withdraw their Shares), retain the Shares which have been
tendered, until the termination of the Offer, as extended.
Subject to the provisions of the Merger Agreement and the applicable
rules and regulations of the Commission, Purchaser expressly reserves the right,
in its sole discretion, at any time and from time to time, and regardless of
whether or not any of the Offer Conditions set forth in the Offer to Purchase
shall have occurred or shall have been determined by Purchaser to have occurred,
to (i) extend the period of time during which the Offer is open and thereby
delay acceptance of payment of, and the payment for, any Shares, by giving oral
or written notice of such extension to the Depositary and (ii) amend the Offer
in any respect by giving oral or written notice of such amendment to the
Depositary.
Any extension, delay, termination, waiver or amendment will be followed
as promptly as practicable by public announcement thereof to be made no later
than 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not properly withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such stockholder's
Shares. The term "Expiration Date" means 12:00 Midnight, New York City time, on
Tuesday, April 27, 1999, unless and until the Purchaser, in its sole discretion
(but subject to the terms and conditions of the Merger Agreement), shall have
extended the period during which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable
except that they may be withdrawn after May 29, 1999 unless theretofore accepted
for payment as provided in the Offer to Purchase. For a withdrawal to be
effective, a written, telegraphic, telex or facsimile transmission notice of
withdrawal must be timely received by the Depositary at its addresses set forth
on the back cover of the Offer to Purchase. Any notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder, if
different from that of the person who tendered such Shares. If the Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then
prior to the physical release of the certificates, the name of the registered
holder (if different from the tendering stockholder) and the serial numbers
shown on such certificates must be submitted to the Depositary, together with a
signed notice of withdrawal, the signatures on which must be guaranteed by an
Eligible Institution unless such Shares have been tendered for the account of
any Eligible Institution. If Shares have been tendered pursuant to the procedure
for book-entry transfer as set forth in the Offer to Purchase, any notice of
withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Shares. All questions as to
the form and validity (including time of receipt) of any notice of withdrawal
will be determined by the Purchaser, in its sole discretion, whose determination
will be final and binding. None of Holdings, Purchaser, Parent, any of their
affiliates or assigns, the Depositary, the Information Agent or any other person
will be under any duty to give notification of any defects or irregularities in
any notice of withdrawal or incur any liability for failure to give such
notification. Withdrawals of Shares may not be rescinded. Any Shares properly
withdrawn will thereafter be deemed not to have been validly tendered for
purposes of the Offer. However, withdrawn Shares may be re-tendered at any time
prior to the Expiration Date by following one of the procedures described in the
Offer to Purchase.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
The Company has provided Purchaser with the Company's stockholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase and the related Letter of Transmittal
and other relevant materials will be mailed by Purchaser to record holders of
Shares and furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to beneficial
owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the
Information Agent as set forth below. Requests for copies of the Offer to
Purchase and the related Letter of Transmittal and all other tender offer
materials may be directed to the Information Agent and copies will be furnished
promptly at Purchaser's expense. Purchaser will not pay any fees or commissions
to any broker or dealer or any other person (other than the Information Agent)
for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[Innisfree Logo]
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll Free: (888) 750-5834
March 31, 1999