Alliance HealthCare Services Announces Tender Offer and Consent Solicitation for Its 7i% Senior Subordinated Notes Due 2012.NEWPORT BEACH Newport Beach, residential and resort city (1990 pop. 66,643), Orange co., S Calif., on Newport Bay and the Pacific Ocean; inc. 1906. It is a popular seaside resort and yachting center. Manufactures include electrical and medical equipment, computers, boats, and adhesives. , Calif. -- Alliance HealthCare Services, Inc. ("Alliance") (NYSE NYSE See: New York Stock Exchange : AIQ AIQ Analytical Instrument Qualification AIQ Available in Quarters AIQ Action Internet Québec AIQ Allowance Item Quantity AIQ Analyst Interest Queue AIQ Algebraic Integer Quantization ) announced today that it commenced a cash tender offer for any and all of its outstanding 7i% Senior Subordinated Notes due 2012 (the "notes"). In connection with the tender offer, Alliance is soliciting holders to consent to proposed amendments to the indentures governing the notes, which will eliminate substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and certain other provisions. The tender offer will expire at midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Thursday, December 10, 2009, unless extended or terminated (such date and time, including any such extension, the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). Holders who validly tender and do not validly withdraw their notes and validly deliver and do not validly revoke To annul or make void by recalling or taking back; to cancel, rescind, repeal, or reverse. revoke v. to annul or cancel an act, particularly a statement, document, or promise, as if it no longer existed. their consents on or prior to the Expiration Date will be entitled to receive $1,001.25 for each $1,000 principal amount of notes tendered by the holder (the "Tender Offer Consideration"). Holders who validly tender their notes and validly deliver their consents on or prior to 5:00 p.m., New York City time, on Wednesday, November 25, 2009, unless extended (such date and time, including extensions, the "Consent Date"), and do not validly withdraw their notes and validly revoke their consents on or prior to the Consent Date will be entitled to receive $1,002.50 for each $1,000 principal amount of notes tendered by the holder, which includes a consent payment (the "Consent Payment") of $1.25 per $1,000 principal amount of notes (the date of such payment, the "early settlement date"). Holders tendering after the Consent Date will only be eligible to receive the Tender Offer Consideration and not the Consent Payment (the date of such payment, the "final settlement date"). Holders who validly tender and do not validly withdraw their notes in the tender offer will also be paid accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date, payable on the applicable settlement date. All payments will be made on the applicable settlement date if, but only if, the notes are accepted for payment pursuant to the terms of the tender offer. The terms and conditions of the tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with , including the conditions to Alliance's obligation to accept the notes tendered and pay the purchase price therefor, are set forth in Alliance's Offer to Purchase and Consent Solicitation Statement dated November 12, 2009. Alliance may amend, extend or terminate the tender offer and consent solicitation. Alliance has retained Deutsche Bank Securities Inc. to act as the exclusive Dealer Manager and Solicitation Agent in connection with the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation and requests for documents may be directed to Deutsche Bank Securities Inc. at (212) 250-3276 (collect) or Global Bondholder Services Corporation, the Information Agent in connection with the tender offer and consent solicitation, at (866) 470-4300 (toll free). This press release shall not constitute an offer or solicitation to purchase or a solicitation of consents with respect to any securities. Any such offer or solicitation will be made only by means of the Offer to Purchase and Consent Solicitation Statement dated November 12, 2009. Forward-Looking Statements This news release contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Act. Forward-looking statements reflect current expectations and projections about future events, and thus involve uncertainty and risk. It is possible that future events, including whether the tender offer and consent solicitation are completed on the terms specified or at all, may differ from expectations due to a variety of risks and other factors such as those described in Alliance's Annual Report on Form 10-K for the year ended December 31, 2008, as updated by subsequent Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission. It is not possible to foresee or identify all such factors. Any forward-looking statements in this news release are based on certain assumptions and analyses made in light of Alliance's experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. Alliance does not intend to update any particular forward-looking statements contained in this news release. |
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