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Announces Expiration of Tender Offer and Acceptance of Shares Validly Tendered Based on preliminary information, 49 shareholders tendered 11,455 shares by the expiration date. Coast Dental has accepted for purchase and payment all of the shares that were validly tendered. After purchase and payment for the validly tendered shares Coast Dental will have approximately 2,079,768 shares of common stock issued and outstanding. American Stock Transfer & Trust Company is acting as the depositary in connection with the tender offer and will transmit the payments to the shareholders whose shares were validly tendered and accepted. Again Reiterates That 100% of Outstanding Shares Not for Sale TAMPA, Fla., April 11, 2003--Coast Dental Services, Inc. (Nasdaq:CDEN), reiterated again today its previous announcements that Coast Dental's 52% majority shareholders are not interested in selling their shares and as such, 100% of the outstanding shares are not for sale. The purpose of this reiteration was to clear up any confusion to Coast Dental's shareholders that may have been created by Great Expressions Dental Centers, Inc.'s ("Great Expressions") April 11, 2003 press release announcing their increased offer to buy 100% of Coast Dental's common stock. Coast Dental informed Great Expressions on April 10, 2003 that it was surprised that Great Expressions continues to send proposals to acquire 100% of Coast Dental's common stock when it has been reiterated again and again that the 52% majority interest is not for sale. Great Expressions' latest proposal was conditioned upon, among other things, transition to Great Expressions of all the dental practices managed by Coast Dental. Coast Dental does not own the dental practices, nor employ the dentists and hygienists at the dental practices, and the Great Expressions proposal did not include any consideration to the owner of these dental practices. In addition, Great Expressions had been informed prior to issuance of their press release that the managed dental practices were not interested in selling the dental practices to Great Expressions or entering into a business relationship with Great Expressions. Great Expressions has to date declined to make an offer for the remaining 48% minority interest held by Coast Dental's public shareholders, but was again requested by Coast Dental to make a specific offer for such public shares. The 48% minority interest is the subject of Coast Dental's current $4.50 per share self tender offer that expires April 14, 2003 at 5:00 p.m. The Schedule TO filed by Coast Dental, which contains the Offer to Purchase and related documents, can be obtained at www.sec.gov at no charge. Great Expressions Dental Centers, Inc. Increases Offer to Buy 100% of the Common Stock
BLOOMFIELD HILLS, Mich., April 11, 2003 -- On April 4, 2003, Great
Expressions Dental Centers, Inc. ("the Company") sent a letter to the Coast
Dental Services, Inc. (Nasdaq: CDEN) ("Coast") Board of Directors responding
to certain of Coast's disclosures about communications between the Company and
Coast as contained in its Amendment and Supplement to Offer to Purchase dated
April 2, 2003 as filed with the Securities and Exchange Commission. In that
letter, among other things, the Company revised its offer to purchase 100% of
Coast's $.001 par common stock from $6.50 per share to $7.50 per share in a
negotiated all-cash merger transaction. This offer would provide Coast
shareholders with the opportunity to receive a 66.0% premium over the
announced self-tender offer purchase price. This offer is subject to the
Company's satisfactory completion of a due diligence review of Coast, an
orderly transition of Coast Affiliates as defined in Coast's 10-K filing to a
licensed dentist under the Company's control and compliance with any
applicable legal and regulatory matters.
Coast's majority shareholders have previously informed the Company that
their interests are currently not for sale.
The Company, formerly known as ADG, Inc., is a privately held Detroit,
Michigan based Dental Practice Management Company. The Company manages 60
dental offices in five states offering general, orthodontic and specialty care
all under the Great Expressions Dental Centers name.
This news release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any Coast shares, and is not a
solicitation of a proxy.
Announces Amendment To Its Tender Offer And Extends Tender Offer To April 14
TAMPA, Fla., April 2, 2003--Coast Dental
Services, Inc. (Nasdaq:CDEN) announced today that it has filed with
the Securities and Exchange Commission (the "SEC") an amendment to the
Schedule TO in response to SEC comments and to include updated summary
financial information related to its annual report on Form 10-K for
the year ended December 31, 2002. Coast Dental also announced the
extension of the expiration date of its previously announced tender
offer to 5:00 p.m. Eastern time on Monday, April 14, 2003 and the
waiver of the "Minimum Condition" to the tender offer (as defined in
the Offer to Purchase).
Prior to commencing its self tender offer, the approximate number
of Coast Dental's shareholders of record was 60 and the number of its
beneficial holders was 1,100. As of April 1, 2003, the number of
shares tendered to Coast Dental in connection with its tender offer is
12,138. Assuming the acceptance of such shares by Coast Dental, as of
April 1, 2003, the approximate number of Coast Dental's shareholders
of record is 55 and the number of its beneficial holders is 700.
An Amendment and Supplement to Offer to Purchase dated April 2,
2003 is being mailed to Coast Dental's shareholders beginning today.
Shareholders are urged to carefully read these materials before making
any decision with respect to the tender offer. Shareholders may obtain
copies of the Schedule TO, Offer to Purchase, Letter of Transmittal
and other documents filed with the SEC, as amended, through the SEC's
web site at http://www.sec.gov without charge.
Declines Offers to Purchase 100% of Outstanding Shares or Certain Assets
TAMPA, Fla., March 31, 2003--Coast Dental Services, Inc. (Nasdaq:CDEN), stated today that its Board of Directors has notified Rialto Capital Partners, LLC ("Rialto") that it has rejected the three alternative non-binding contingent offers recently announced by Rialto for a number of business and financial reasons. The Board also notified Great Expressions Dental Centers, Inc. ("Great Expressions") that its latest non-binding contingent offer to acquire 100% of the outstanding shares of Coast Dental common stock has been rejected. Coast Dental reiterated to Great Expressions, as well as Rialto, that Coast Dental's 52% majority shareholders were not interested in selling their shares. Neither Rialto nor Great Expressions has indicated any interest in acquiring for cash the remaining 48% minority interest held by the public shareholders which interest is the subject of Coast Dental's current $4.50 per share self tender offer that expires April 1, 2003 at 5:00 p.m. The Schedule TO filed by Coast Dental, which contains the Offer to Purchase and related documents, can be obtained at Rialto Capital Partners, LLC Makes Offer to Acquire 100% of Coast Dental Services, Inc.
ATLANTA, March 27, 2003 -- Rialto Capital Partners, LLC ("Rialto") announced today that it has made an offer to acquire Coast Dental Services, Inc. (Nasdaq: CDEN) in a merger transaction whereby Coast's stockholders would receive $6.25 per share in cash. In the alternative, Rialto also offered to acquire Coast's dental centers located in Georgia, Tennessee and Virginia (the "Dental Centers") for an aggregate purchase price of approximately $5.5 million in cash.
Rialto previously discussed its proposals with Coast in a meeting with its Board of Directors on March 13, 2003 at its headquarters in Tampa, Florida. At this meeting, Rialto presented its proposal to acquire 100% of Coast, along with the alternative proposal to acquire certain Dental Centers. At the request of Coast's Board of Directors, on March 17, 2003, Rialto delivered a proposed term sheet, presenting the Board of Directors with the alternative proposals. On March 24, 2003, Rialto delivered a letter to Coast reaffirming its proposals to acquire Coast or, in the alternative, the Dental Centers. As of the date of this release, Coast has not indicated to Rialto whether or not it will proceed with either of Rialto's proposals except that Coast has indicated that the majority shareholders owning 52% of Coast are not interested in selling their shares and consequently the entire company is not for sale. Notwithstanding Coast's position, Rialto continues to be interested in acquiring the entire company.
Pursuant to Rialto's proposals, in the event of an acquisition of Coast in its entirety, Rialto proposes a merger transaction in which the stockholders of Coast would receive $6.25 in cash for each issued and outstanding share of Coast common stock. This represents a 38% premium over Coast's previously announced self-tender offer purchase price, and a 23% premium over the closing price of Coast's common stock on March 24, 2003. In the event Coast rejects this proposal, Rialto proposes to acquire the Dental Centers for a purchase price of approximately $5.5 million in cash. Based on Coast's most recent filings, the Dental Centers represent approximately 35% of the total number of dental centers owned and operated by Coast. The Dental Centers include 16 dental centers that are only partially owned by Coast under its "equity model."
Each of these proposals are subject to the satisfactory completion of Rialto's due diligence review of Coast, receipt of adequate financing by Rialto and the negotiation of definitive agreements between Rialto, Coast and Coast's affiliated professional associations.
About Rialto Capital Partners
Rialto Capital Partners, based in Atlanta, Georgia, is a privately held merchant banking firm specializing in investments in healthcare and technology related firms. The two principals of Rialto, have over 40 years combined experience in the dental industry. Frederick L. Fine, President and co- founder of Rialto, was a founder of publicly traded InfoCure Corporation (now known as VitalWorks) where he served as its Chairman and CEO. During Mr. Fine's tenure at VitalWorks, the company created one of the largest dental technology firms in the world (now known as PracticeWorks). Mr. Fine no longer has any affiliation with VitalWorks or PracticeWorks.
David B. Gandy, DDS, also a co-founder of Rialto, specializes in dental practice transitions, practice mergers, and practice acquisitions and divestitures. Additionally Dr. Gandy is a Fellow in the Academy of General Dentistry (FAGD), a member of the American Dental Association and prior to co- founding Rialto, practiced dentistry for over 15 years.
This news release is for informational purposes only and is not an offer or recommendation to buy or sell, or the solicitation of an offer to sell, any Coast shares and is not a solicitation of a proxy.
Responds to Great Expressions
TAMPA, Fla., March 14, 2003--Coast Dental
Services, Inc. (Nasdaq:CDEN):
Coast Dental Services, Inc. (Nasdaq:CDEN), stated today that the
Special Committee of its Board of Directors received clarification
from Great Expressions Dental Centers, Inc. ("Great Expressions") that
Great Expressions is not interested in purchasing the shares held by
Coast Dental's public shareholders which constitutes approximately 48%
of Coast Dental's outstanding shares and is the subject of Coast
Dental's current self tender offer. The Special Committee again
reiterated to Great Expressions previously disclosed information that
the majority shareholders owning 52% of Coast Dental were not
interested in selling their shares and consequently the entire Company
is not for sale. The Special Committee informed Great Expressions that
the lack of clarity in Great Expressions' press release might confuse
shareholders into believing that the entire company is for sale and
that Great Expressions has a financing commitment in place. The
Special Committee also reiterated once again to Great Expressions that
it was willing to enter into discussion regarding any interest that
Great Expressions might have in the 48% interest held by the public
shareholders should Great Expressions change its mind.
Coast Dental currently has a self tender offer for the 48%
minority held public float at the cash offer price of $4.50 per share
that will expire at 5:00 p.m., Eastern time on April 1, 2003, unless
extended by Coast Dental. Copies of the Schedule TO containing the
Offer to Purchase, Letter of Transmittal and other documents filed by
Coast Dental with the Securities and Exchange Commission can be
obtained through the Commission's website at http://www.sec.gov at no
charge.
Reaffirms Offer to Purchase Coast Dental Services, Inc.
BLOOMFIELD HILLS, Mich., March 13, 2003--At the
request of the Coast Dental Services, Inc. (Nasdaq:CDEN) Special
Committee of the Board of Directors, Great Expressions Dental Centers,
Inc. (GEDC), in a letter dated March 11, 2003, reaffirmed its offer to
purchase 100% of Coast Dental Services, Inc. (Coast) $.001 par common
stock for $6.00 per share through an all-cash merger transaction or
some other business combination. The offer would provide the minority
Coast shareholders with the opportunity to receive a 33.0% premium
over the announced self-tender offer purchase price while providing
the majority shareholders, in GEDC's opinion, with a significant
control premium for their shares. The transaction would result in all
shareholders being treated on an equal basis. This offer is subject to
GEDC's satisfactory completion of a due diligence review of Coast and
compliance with any applicable legal and regulatory matters.
In addition, GEDC provided the Special Committee with a letter
stating its ability to secure financing for this all-cash transaction.
The Company, formerly known as ADG, Inc., is a privately held
Detroit, Michigan based Dental Practice Management Company. The
Company manages 60 dental offices in five states offering general,
orthodontic and specialty care all under the Great Expressions Dental
Centers name.
This news release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any Coast shares,
and is not a solicitation of a proxy.
Responds to Great Expressions Offer Seeking Clarification
TAMPA, Fla., March 10, 2003--Coast Dental
Services, Inc. (Nasdaq:CDEN), stated today that the Special Committee
of its Board of Directors is seeking clarification from Great
Expressions Dental Centers, Inc. ("Great Expressions") regarding the
unsolicited conditional offer publicized today by Great Expressions.
Great Expressions reported that it had offered to purchase 100% of
Coast Dental for $6.00 per share. The Special Committee will reiterate
to Great Expressions the previously disclosed information that the
majority shareholders owning 52% of Coast Dental were not interested
in selling their shares and consequently the entire Company is not for
sale. Coast Dental currently has a self tender offer for the 48%
minority held public float at the offer price of $4.50 per share.
Coast made it clear that Great Expressions has not offered to acquire
only the minority public float but the Special Committee is seeking
clarification of whether there is such an interest by Great
Expressions.
Great Expressions Dental Centers, Inc. Extends Offer to Purchase 100% of the Common Stock
BLOOMFIELD HILLS, Mich., March 10, 2003--On March
4, 2003, Great Expressions Dental Centers, Inc (the Company) sent a
letter to the Coast Dental Services, Inc. (Nasdaq:CDEN) Special
Committee of the Board of Directors offering to purchase 100% of Coast
Dental Services, Inc. (Coast) $.001 par common stock for $6.00 per
share. This offer would provide Coast shareholders with the
opportunity to receive a 33.0% premium over the announced self-tender
offer purchase price. This offer is subject to our satisfactory
completion of a due diligence review of Coast and compliance with any
applicable legal and regulatory matters.
The Company, formerly known as ADG, Inc., is a privately held
Detroit, Michigan based Dental Practice Management Company. The
Company manages 60 dental offices in five states offering general,
orthodontic and specialty care all under the Great Expressions Dental
Centers name.
This news release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any Coast shares,
and is not a solicitation of a proxy.
Commences $4.50 Per Share Self-Tender Offer
TAMPA, Fla., March 4, 2003--Coast Dental
Services, Inc. (Nasdaq:CDEN), announced today that it has commenced
the self-tender offer 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 expire at 5:00 p.m. Eastern
time on April 1, 2003, unless it is extended by Coast Dental.
On February 21, 2003, the last full trading day before Coast
Dental previously announced its intent to engage in a tender offer,
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 March 1, 2003, Coast Dental had 2,091,223 Shares issued and
outstanding, of which approximately 52% 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 in known as the Diasti Family Limited
Partnership (the "Continuing Shareholders"). The Continuing
Shareholders have advised Coast Dental that they will not tender their
Shares in the tender offer.
Following completion of the tender offer, Coast Dental intends to
delist 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 and deregistration.
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 is being mailed to Coast Dental's
shareholders. Shareholders are urged to carefully read these materials
before making any decision with respect to the tender offer.
Shareholders may obtain copies of the Offer to Purchase, Letter of
Transmittal and other documents filed with the Securities and Exchange
Commission through the Commission's web site at http://www.sec.gov
without charge.
Announces Intent to Engage in Self-Tender Offer
TAMPA, Fla., February 21, 2003--Coast Dental
Services, Inc. (Nasdaq:CDEN), announced today that it intends to
engage in a self-tender offer 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, 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 and a credit agreement with the Diasti Family Limited
Partnership to purchase the Shares.
On February 21, 2003, the last full trading day 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 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 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 and deregistration.
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 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 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.
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, 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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