Coast Dental Services, Inc. Announces Intent to Engage in Self-Tender Offer.Business Editors/Health/Medical Writers TAMPA, Fla.--(BUSINESS WIRE)--Feb. 21, 2003 Coast Dental Services, Inc. (Nasdaq:CDEN CDEN Canadian Design Engineering Network ), announced today that it intends to engage in a self-tender offer Self-tender offer A company that tenders for its own shares. to purchase for cash all outstanding shares of its common stock, $.001 par value per share (the "Shares") at a price of $4.50 per Share, net to seller in cash, without interest (the "Purchase Price"). The tender offer will be subject to the terms and conditions set forth in an Offer to Purchase and in the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , which is expected to be prepared and distributed to shareholders in approximately one to two weeks. Coast Dental expects to use borrowings under a term loan with CapitalSource Finance, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control and a credit agreement with the Diasti Family Limited Partnership to purchase the Shares. On February 21, 2003, the last full trading day In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. before this announcement, the closing price per Share on Nasdaq was $3.25. The Purchase Price represents approximately a 38% premium to the February 21, 2003 closing price. As of February 20, 2003, Coast Dental had 2,091,223 Shares issued and outstanding, of which approximately 51% are beneficially owned by Terek Diasti, Coast's Chief Executive Officer and Chairman, Adam Diasti, Coast's President and a Director, and an entity which they own a controlling interest controlling interest The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail in known as the Diasti Family Limited Partnership (the "Continuing Shareholders"). The Continuing Shareholders have indicated that they will not tender their Shares in the tender offer. Following completion of the tender offer, Coast Dental intends to delist delist To drop a security from trading on an organized exchange. Delisting may occur for a number of reasons including failure to meet an exchange's standards or placement of a new listing on another exchange. Compare list. its Shares from quotation on Nasdaq and terminate the registration of its Shares under the Securities Exchange Act of 1934, as amended, causing Coast Dental to become a private company. The purpose of the tender offer is to provide shareholders with liquidity for their Shares prior to delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. and deregistration deregistration removal of right to practice by local registering body, usually as a disciplinary measure because of professional misconduct, possibly because of inability to perform because of psychiatric problem. . A special committee of independent members of Coast Dental's Board of Directors has approved the tender offer. However, shareholders must make their own decision whether to tender Shares and, if so, how many Shares to tender. None of Coast Dental, the special committee or the Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering Shares. The Offer to Purchase, Letter of Transmittal, and other documents related to the tender offer will be mailed to the shareholders of record of Shares and will be available for distribution to beneficial owners Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of Shares upon commencement of the tender offer. Shareholders are urged to carefully read these materials before making any decision with respect to the tender offer. This press release is for informational purposes only and is not an offer to buy or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell any shares of Coast Dental Services, Inc.'s common stock. Commencement of the proposed tender offer is subject to, among other things, completion of all regulatory filings. Any solicitation of offers to buy Coast Dental Services, Inc.'s common stock will only be made pursuant to an offer to purchase and related materials to be sent by Coast Dental Services, Inc. to its shareholders on the commencement of the proposed tender offer. Shareholders should carefully read those materials because they will contain important information, including the various terms and conditions of the tender offer. Shareholders may obtain copies of the offer to purchase, related materials and other documents filed with the Securities and Exchange Commission through the Commission's web site at http://www.sec.gov without charge. This press release includes statements that are not purely historical and are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Coast Dental expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this press release are forward looking statements. These forward looking statements involve a number of risks and uncertainties. All forward looking statements included in this press release are based on information available to Coast Dental on the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" , and Coast Dental assumes no obligation to update such forward looking statements. Although Coast Dental's management believes that the assumptions and expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. |
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