Symbion

Company Name:
Symbion Inc.
Updated:
Thu, 2007-08-30 07:00
Method:
Merger
Tender Limit:
Unlimited
Tender Price:
22.35
Current Price:
0.00
Broker Held Shares:
OK
Vote Date:
Wed, 2007-08-15 12:00
Phase:
Completed
SEC Filings:
Notes:
Ticker: SMBI
Termination Fee
If the merger agreement is terminated under certain circumstances:
   
 •  Symbion will be obligated to pay a termination fee of $12.5 million to Parent (if Symbion had accepted an acquisition proposal made prior to the termination of the go-shop period, the termination fee could have been $5 million rather than $12.5 million, depending on the circumstances and timing of the termination);
 
 •  Symbion will be obligated to pay the expenses of Parent, up to $3 million; or
 
 •  Parent will be obligated to pay Symbion a termination fee of $12.5 million.
Crestview has agreed to guarantee the obligation of Parent to pay the termination fee. See “The Merger Agreement — Fees and Expenses” beginning on page 59.
Conditions to the Merger
The obligation of each party to consummate the merger is subject to the satisfaction or waiver of a number of conditions. See “The Merger Agreement — Conditions to Completing the Merger” beginning on page 63. Those conditions include the following:

   
 •  the merger agreement must have been adopted by the affirmative vote of the holders of not less than a majority of the outstanding shares of Symbion common stock;
 
 •  the waiting period (any and extension of the waiting period) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, referred to as the HSR Act, must have expired or been terminated (see “Special Factors — Regulatory Approvals” on page 42);
 
 •  no injunction, judgment, decree or similar governmental order or regulation or law which prevents or restricts the consummation of the merger shall be in effect;
 
 •  certain state notices, applications, approvals, consents or determination letters agreed to by the parties and contemplated in connection with the change in control of any of Symbion’s facilities shall have been made or obtained except to the extent such facilities for which state notice, application, approval, consent or determination letters have not been made or obtained represent less than 4.5% of the aggregate three-month EBITDA (less minority interest expense) for all such facilities;
 
 •  the representations and warranties of each of Symbion, Parent and Merger Sub must be true and correct as of the closing date, subject to a material adverse effect qualification; and
 
 •  Symbion, Parent and Merger Sub must have performed in all material respects all obligations that each is required under the merger agreement to perform on or prior to the consummation of the merger.

"If Symbion’s stockholders adopt the merger agreement and the merger is completed, each share of Symbion common stock (other than treasury shares, shares to be exchanged for equity interests in Parent by rollover investors, shares held by Parent, Merger Sub or their respective subsidiaries and affiliates and shares held by Symbion stockholders who choose to be dissenting stockholders by exercising and perfecting their appraisal rights under Delaware law with respect to the merger) will be converted into the right to receive $22.35 in cash, without interest and less any applicable withholding taxes." - 5/30/07

Price closed at $21.85 on 5/30/2007.