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Transaction Unites Leading Radiology Practices to Offer Enhanced Subspecialist Capabilities and Service, With 325 Affiliated Radiologists Serving Nearly 2,700 Healthcare Facilities Across United States

Virtual Radiologic to Pay $6.50 Per Share in Cash, Delivering Significant Immediate Value to NightHawk Stockholders

Virtual Radiologic ( vRad ), a national radiology practice and leader in the development of radiologist workflow technology, and NightHawk Radiology (Nasdaq: NHWK), a leading provider of radiology solutions to radiology groups across the United States, announced that they have entered into a definitive agreement under which vRad will acquire all of the outstanding common stock of NightHawk Radiology Holdings, Inc. for $6.50 per share in cash. The offer price represents a premium of 100% over NightHawk's last closing stock price of $3.25 per share. The transaction is valued at approximately $170 million.

The combination of vRad and NightHawk will result in enhanced services to radiology groups and hospitals across the country, accelerating vRad's stated commitment to optimize radiology's critical role in the delivery of patient care. The combined entity will have 325 radiologists serving nearly 2,700 healthcare facilities across all 50 states and reading approximately 6 million studies annually. Additionally, more than 75 percent of the affiliated radiologists will be fellowship-trained subspecialists.

"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."

Upon the completion of the transaction, Rob Kill will continue to serve as President and CEO of the combined organization. Dave Engert will remain as a Board Advisor following the close of the transaction. The remainder of the leadership team will be drawn from the management teams of both companies.  

NightHawk 's Board of Directors unanimously approved the agreement and recommends that stockholders vote in favor of the transaction. The transaction is expected to be completed in the first quarter of 2011, subject to customary closing conditions, including the approval of NightHawk 's stockholders.  

In conjunction with the merger agreement, a commitment for a senior secured credit facility was provided by GE Capital, Healthcare Financial Services. Morgan Stanley & Co., Incorporated is serving as financial advisor. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to NightHawk. Weil, Gotshal & Manges LLP is serving as legal counsel to vRad. KPMG LLP is providing transaction and tax advisory services to vRad.

Source: Virtual Radiologic