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vRad and NightHawk Radiology announced the termination of Hart-Scott-Rodino waiting period for previously announced proposed merger

Virtual Radiologic ( vRad ) and NightHawk Radiology (Nasdaq: NHWK) (NightHawk), announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for vRad 's previously announced proposed merger with NightHawk, has terminated.

vRad, a national radiology practice and leader in the development of radiologist workflow technology, announced on September 27 that it would acquire all of the outstanding shares of NightHawk Radiology Holdings, Inc., a leading provider of radiology solutions, for $6.50 per share in cash. The offer price represented a premium of 100% over NightHawk 's closing stock price of $3.25 per share on September 24, 2010, the last trading day prior to the announcement. The transaction is valued at approximately $170 million.

"With this step, we are closer to bringing together vRad and NightHawk's combined capabilities to deliver expanded access to subspecialty expertise to our clients, helping improve the quality of patient care across the United States," said vRad President and Chief Executive Officer Rob Kill. "We look forward to working with NightHawk's team members and affiliated radiologists to deliver the highest quality radiology service in the country."

"The merger of NightHawk and vRad will position the combined organization to better serve our clients' rapidly expanding needs, and enhance our ability to partner with local radiologists in delivering outstanding patient care," said NightHawk President and CEO Dave Engert, who will remain as an advisor following the close of the transaction.

The termination of the HSR waiting period is a requisite step toward closing, which remains subject to approval by NightHawk's stockholders and other customary conditions. The transaction is now expected to be completed late in the fourth quarter of 2010 or early in the first quarter of 2011.

Additional Information and Where to Find It

In connection with proposed transaction, NightHawk has filed with the Securities and Exchange Commission (SEC) a preliminary proxy statement and will file and mail a definitive proxy statement and may file other relevant documents regarding the proposed transaction to NightHawk's stockholders. NIGHTHAWK'S STOCKHOLDERS ARE URGED TO READ NIGHTHAWK'S PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, DEFINITIVE PROXY STATEMENT IN CONNECTION WITH NIGHTHAWK'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NIGHTHAWK AND THE PROPOSED TRANSACTION. NightHawk's stockholders may obtain a free copy of these documents, as well as other filings containing information about NightHawk, at the SEC's website www.sec.gov. NightHawk's stockholders will also be able to obtain, without charge, a copy of the proxy statement and any other relevant documents (when available) by directing a request to: 4900 N. Scottsdale Road, 6th Floor, Scottsdale, Arizona 85251, Attention: Investor Relations, or by telephone at (866) 400-4295 or through NightHawk's website at www.nighthawkrad.net.

NightHawk and its directors and executive officers may be deemed to be participants in the solicitation of proxies from NightHawk's stockholders in respect of the proposed transaction. Information about the directors and executive officers of NightHawk and their respective interests in NightHawk by security holdings or otherwise is set forth in its preliminary proxy statement filed in connection with the proposed transaction, which was filed with the SEC on October 7, 2010. Investors may obtain additional information regarding the interests of the participants by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available.

Source: vRad