Universal Hospital Services, Inc. Prices Tender Offer.EDINA Edina (ēdī`nə), town (1990 pop. 46,070), Hennepin co., E Minn., a residential suburb of Minneapolis. Electronic and leather products, signs, and microwave foods are manufactured. , Minn. -- Universal Hospital Services, Inc. (the "Company"), today announced that it has priced its cash tender offer to purchase any and all of its outstanding $235,000,000 aggregate principal amount 10.125% Notes due 2011 (CUSIP Number CUSIP Number An identification number assigned to all stocks and registered bonds. The Committee on Uniform Securities Identification Procedures (CUSIP) oversees the entire CUSIP system. Notes: This system is used in the U.S. and Canada. 91359PAB PAB In currencies, this is the abbreviation for the Panamanian Balboa. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 6) (the "Notes"). Upon consummation of the tender offer, the Company will pay a total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn pursuant to the Company's offer to purchase, dated April 30, 2007 (the "Offer to Purchase"), equal to (i) $1,068.44 plus $8.44 accrued but unpaid interest to each holder of Notes who had tendered their Notes at or prior to 5:00 p.m. 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 May 11, 2007, or (ii) $1,038.44 plus $8.44 accrued but unpaid interest to each holder of Notes who had tendered their Notes after 5:00 p.m. New York City time, on May 11, 2007 but before 5:00 p.m., New York City time, Tuesday, May 29, 2007 (the "Scheduled Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.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. "). The Offer to Purchase is scheduled to expire on the Scheduled Expiration Date, unless extended or earlier terminated by the Company. The purchase price for Notes tendered and accepted for payment pursuant to the tender offer is payable only to holders who validly tender their Notes before 5 p.m., New York City time, on the Scheduled Expiration Date and do not validly withdraw their tender. Holders who tender their Notes in the offer may withdraw their tender at any time prior to 5 p.m., New York City time, on the Scheduled Expiration Date, but not thereafter, except as may be required by law. Settlement of the tender offer is expected to occur on Thursday, May 31, 2007. On April 15, 2007, the Company, UHS UHS University Health Services UHS Universal Hint System (gamingy) UHS University High School UHS Urbana High School UHS University High School (Australia) UHS Union High School Merger Sub, Inc. and UHS Holdco, Inc. ("Purchaser") entered into a definitive merger agreement pursuant to which UHS Merger Sub, Inc., a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. and a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Purchaser will merge with and into the Company (the "Merger"). The closing of the transactions under the merger agreement is subject to a number of customary conditions. Purchaser is an affiliate of Bear Stearns The Bear Stearns Companies, Inc. (NYSE: BSC) is the parent company of Bear, Stearns & Co. Inc., one of the largest global investment banks and securities trading and brokerage firms in the world. Merchant Banking, the private equity affiliate of The Bear Stearns Companies Inc. The 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 is being made in connection with the Merger. The consummation of the tender offer and consent solicitation is subject to the conditions set forth in the Offer to Purchase, including, among other things, the satisfaction or waiver of all conditions to the consummation of the Merger. The Company reserves the right to amend the terms of the tender offer and consent solicitation. The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at 866-470-3700 (toll free). Questions regarding the tender offer and consent solicitation may be directed to the Dealer Manager for the tender offer and the solicitation agent for the consent solicitation, Merrill Lynch & Co., which may be contacted at 212-449-4914 (collect) or 888-654-8637 (toll free). THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE, OR A SOLICITATION OF CONSENTS WITH RESPECT TO ANY SECURITIES. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE COMPANY'S OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED APRIL 30, 2007. About Universal Hospital Services, Inc. Universal Hospital Services, Inc. is a leading medical equipment lifecycle services company. The Company offers comprehensive solutions that maximize utilization, increase productivity and support optimal patient care resulting in capital and operational efficiencies. The Company currently operates through more than 75 offices, serving customers in all 50 states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . Forward-looking statements This press release may include statements concerning potential future events involving the Company and its subsidiaries, which could materially differ from the events that actually occur. The differences could be caused by a number of factors, including those factors identified the Company's reports filed with the Securities and Exchange Commission including in the "Risk Factors" section of the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the most recently ended fiscal year. The Company undertakes no obligations to update any forward-looking statements in this press release to reflect future events or developments. |
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