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Virtual Radiologic Announces Merger with NightHawk Radiology Holdings, Inc. (NHWK)

Virtual Radiologic (vRad) and NightHawk Radiology (NHWK), two developers and providers of radiology technology, announced on Monday that they will be merging their companies in a transaction that is valued at approximately $170 million. Pending approval of NightHawk shareholders and customary closing conditions, Virtual Radiologic will acquire all of the outstanding common stock of NightHawk Radiology for $6.50 per share in cash.

The merger will result in enhanced services to hospitals across the country. The benefits will include having 325 radiologists in 2,700 healthcare facilities across the country. This is in line with Virtual Radiologic’s stated commitment to optimizing radiology’s critical role in patient healthcare.

“Local radiology practices and hospitals are under intense pressure to deliver the highest quality care in the most efficient manner possible,” said vRad President and Chief Executive Officer Rob Kill. “The need for expanded access, improved quality, and reduced costs is clear. Both vRad and NightHawk have been delivering these benefits in partnership with local radiologists for many years. This combination – which brings together both companies’ talented team members and affiliated radiologists – will expand access to much-needed subspecialty expertise, helping to improve the quality of patient care across the United States. We look forward to working with NightHawk’s talented team to deliver the highest quality radiology service in the country.”

“We are pleased to deliver significant, immediate value to our stockholders through this transaction,” said NightHawk President and Chief Executive Officer David Engert. “The combination of our collective assets will enable us to better meet our clients’ rapidly expanding needs and will enhance our ability to partner with local radiologists to address the needs of local hospitals, physicians and the patients they serve. We look forward to working with Rob and the vRad team to ensure a seamless integration and to continuing to provide the quality and efficiency that our clients have come to expect.”

“We are very excited to bring together the strengths of our organizations,” said Eduard Michel, MD, neuroradiologist, Chief Medical Officer and vRad co-founder. “We each have implemented leading quality assurance programs that help ensure accuracy and provide a platform for clinical benchmarking. With our combined talents and experiences, we will be uniquely positioned to deliver new and innovative care delivery models to best serve our clients.”

NightHawk’s Board of Directors unanimously approved the merger and is encouraging its stockholders to do the same. Following the merger, Rob Kill will continue to serve as President and CEO of the combined company, and Dave Engert will remain as a Board Advisor. The remainder of the company’s leadership will be drawn from both Virtual Radiologic and HightHawk.

The transaction is expected to be completed in the first quarter of 2011.

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