Exhibit 99(i)
U.S. RENAL CARE, INC. ANNOUNCES DEFINITIVE AGREEMENT TO
ACQUIRE DIALYSIS CORPORATION OF AMERICA
Strategic acquisition will significantly expand U.S. Renal Care's
provision of outpatient dialysis services
PLANO, TX, and LINTHICUM, MD - April 14, 2010 - U.S. Renal Care, Inc.
("USRC"), a privately-held leading provider of outpatient dialysis services,
and Dialysis Corporation of America (NASDAQ: DCAI) ("DCA"), a leading
provider of outpatient kidney dialysis centers, announced today that they
have entered into a definitive merger agreement for USRC to acquire DCA.
Under the terms of the agreement, USRC, through a subsidiary, will commence a
tender offer for all of the outstanding common shares of DCA for $11.25 per
share in cash, followed by a merger to acquire all remaining outstanding DCA
shares at the same cash price paid in the tender offer. The offer price
represents a premium of approximately 72 percent over yesterday's closing
stock price. The transaction is valued at approximately $112 million.
"USRC and DCA have a shared vision that is focused on providing outstanding
dialysis services to patients with end stage renal disease," said Chris
Brengard, Chairman and Chief Executive Officer of USRC. "USRC and DCA each
have built strong regional operations and this transaction permits us to
build a more efficient and stronger national operation. DCA, like USRC, has a
commitment to building joint ventures with nephrologists. We are excited
about the possibilities going forward with DCA, and believe that our combined
operations will result in continued quality improvement for our patients and
value for our stakeholders."
Upon the closing of the transaction, USRC will provide dialysis services to a
base of approximately 5,500 patients through 84 outpatient dialysis
facilities across nine states, more than 12 home dialysis programs, and 24
dialysis programs within acute and specialty hospital facilities.
Thomas K. Langbein, Chairman of the Board of DCA, said, "We believe this
transaction will be beneficial to both companies' physicians, patients, and
employees. For shareholders, the transaction provides a compelling
opportunity to realize the value DCA has created."
Stephen Everett, President and CEO of DCA added, "Combining DCA and USRC
creates a stronger enterprise while preserving the cultures of the two
companies which focus on quality patient care in partnership with top shelf
physicians."
DCA's Board of Directors unanimously approved the transaction, which is
subject to customary closing conditions, including the valid tender of a
majority of the total number of shares of common stock of DCA outstanding on
a fully-diluted basis. Directors and executive officers of DCA holding
approximately 23 percent of DCA's outstanding common stock have entered into
agreements to, among other things, tender their shares into the tender offer.
USRC expects to commence the tender offer promptly and expects the
transaction to close in May 2010.
USRC's financial advisor for the transaction is RBC Capital Markets and its
legal advisor is Fulbright & Jaworski, L.L.P. Royal Bank of Canada has
delivered to USRC a commitment letter providing fully committed debt
financing in connection with the transaction. Three of USRC existing equity
sponsors-SV Life Sciences, Cressey & Company, and Salix Ventures-are
providing additional equity financing to USRC to support the transaction.
DCA's financial advisor for the transaction is Dresner Partners and its legal
advisor is Arent Fox LLP.
About U.S. Renal Care, Inc.
Founded in 2000 by an experienced team of healthcare executives, U.S. Renal
Care, Inc. works in partnership with nephrologists to develop, acquire, and
operate outpatient treatment centers for persons suffering from chronic
kidney failure, also known as End Stage Renal Disease. The company provides
patients with their choice of a full range of quality in-center, acute or at-
home hemodialysis and peritoneal dialysis services. U.S. Renal Care operates
47 dialysis clinics in Texas and Arkansas. For more information on U.S. Renal
Care, Inc. please visit www.usrenalcare.com.
About Dialysis Corporation of America
Dialysis Corporation of America owns and operates freestanding kidney
hemodialysis centers located in Georgia, Maryland, New Jersey, Ohio,
Pennsylvania, South Carolina, and Virginia, and provides in-hospital dialysis
services on a contract basis to certain hospitals located in the those
states. The company provides patients with their choice of a full range of
quality in-center, acute or at-home hemodialysis services. Other Dialysis
Corporation of America press releases, corporate profile, corporate
governance materials, quarterly and current reports, and other filings with
the Securities and Exchange Commission are available on Dialysis Corporation
of America's website: http://www.dialysiscorporation.com.
Important additional information and where to find it:
This press release is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, shares of DCA. The
tender offer for shares of DCA's stock described in this press release has
not yet been commenced. Holders of shares of DCA are urged to read the
relevant tender offer documents when they become available because they will
contain important information that holders of DCA securities should consider
before making any decision regarding tendering their securities. At the time
the tender offer is commenced, USRC and its acquisition subsidiary will file
tender offer materials with the SEC, and DCA will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
offer. The tender offer materials (including an Offer to Purchase, a related
Letter of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement, will be made available to all holders
of shares of DCA at no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for free at the
SEC's website at www.sec.gov. Free copies of these documents may also be
obtained by mailing a request to the information agent for the tender offer,
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New
York 10022; or by calling toll free at (888) 750-5834 (shareholders) or
collect at (212) 750-5833 (banks and brokers).
Contacts:
U.S. RENAL CARE
Thomas L. Weinberg (214) 736-2730
Senior Vice President & General Counsel
DIALYSIS CORPORATION OF AMERICA
Thomas K. Langbein (201) 288-8220
Chairman of the Board