Full Press Release Details
RadNet, Inc. to Acquire iCAD, Inc. to Accelerate AI-Powered Early
Detection and Diagnosis of Breast Cancer
| The acquisition will unite complementary leading AI-powered cancer detection and workflow solutions focused on improving the accuracy and early detection of breast cancer | ||
| The transaction is expected to add to RadNet's wholly owned subsidiary, DeepHealth, an installed base of over 1,500 healthcare provider locations across over 50 countries | ||
| With iCAD's seasoned commercial and engineering team anticipated to join DeepHealth, the combination is expected to accelerate RadNet's growth and leadership in cancer screening and artificial intelligence | ||
| Following the completion of the acquisition, iCAD will be integrated into RadNet's DeepHealth portfolio of solutions | ||
| RadNet will host a conference call and webcast at 10:30 a.m. ET tomorrow, April 16, 2025, to discuss the transaction |
Los Angeles, CA and Nashua, NH - April 15, 2025, RadNet,
Inc. (NASDAQ: RDNT) ("RadNet"), a national leader in providing high-quality, cost-effective diagnostic imaging services and
digital health solutions, and iCAD, Inc. (NASDAQ: ICAD) ("iCAD"), a global leader in providing clinically proven AI-powered
breast health solutions, announced today that they have entered into a definitive merger agreement under which RadNet will acquire iCAD
in an all stock transaction.
Under the terms of the merger agreement, iCAD stockholders will receive
0.0677 shares of RadNet common stock for each share of iCAD common stock they hold at the closing of the merger.
Based upon RadNet's closing price on Monday, April 14, 2025,
this represents a transaction value of approximately $103 million, or approximately $3.61 per share of iCAD common stock on a fully diluted
basis and an approximately 98% premium to iCAD stockholders based on iCAD's closing stock price on Monday, April 14, 2025.
Dr. Howard Berger, President and Chief Executive Officer of RadNet,
commented, "Every 14 seconds, a woman is diagnosed with breast cancer worldwide, and in the United States alone, over 42,000 women
are expected to die from breast cancer during 2025. iCAD's ProFound Breast Health Suite and RadNet's DeepHealth AI-powered
breast screening solutions, together, have the power to materially expand and improve patient diagnosis and outcomes on a global basis
through further enabling accuracy and early-detection. With over 1,500 healthcare provider locations, facilitating over 8 million annual
mammograms in 50 countries, iCAD's installed base and strong sales, engineering and marketing capabilities will provide us with
immediate broad and valuable customer relationships and commercialization capabilities that can accelerate our existing DeepHealth objectives.
This business combination is expected to accelerate our global leadership in and commitment to AI-powered breast cancer screening, and
positions us to further advance population health."
Dana Brown, President and CEO of iCAD added, "As we join forces
with RadNet to create a broad offering of AI-driven solutions, we have the opportunity to redefine how breast cancer and other diseases
are detected and treated. Together, we will work to expand access to cutting-edge tools, accelerate innovation and advance our product
roadmaps, empowering radiologists with more precise, efficient and scalable solutions that should ultimately improve patient care and
outcomes. With current and future products in breast cancer detection, risk evaluation, density assessment and breast arterial calcification,
we believe RadNet's scale, access to data and clinical leadership will ensure our current and future products are brought to market,
improving radiologist and patient workflow and clinical outcomes."
The transaction, expected to close in the second or third quarter of
2025, is subject to approval by iCAD stockholders and other customary closing conditions, and was unanimously approved by each company's
RadNet will host an investor conference call and webcast tomorrow,
April 16, 2025, at 10:30 AM Eastern Time / 7:30 AM Pacific Time to discuss the details of the transaction. Associated materials regarding
the transaction will be available on the investor relations section of each company's website.
Conference Call Details:
Date: April 16, 2025
Time: 10:30 a.m. ET / 7:30 a.m. PT
Dial In-Number: 844-826-3035
International Dial-In Number: 412-317-5195
There will also be simultaneous and archived
webcasts available at https://viavid.webcasts.com/starthere.jsp?ei=1716330&tp_key=176fbd27c7
under the "About RadNet" menu section and "News & Press Releases" sub-menu of
the website. An archived replay of the call will also be available and can be accessed by dialing 844-512-2921 from the U.S., or 412-317-6671
for international callers, and using the passcode 10199100.
Perkins Coie LLP and Reed Smith LLP are serving as legal counsel to
RadNet in connection with the transaction. Piper Sandler & Co. is serving as financial advisor to iCAD and Dentons US LLP is serving
as iCAD's legal counsel.
RadNet, Inc. is a leading national provider of freestanding, fixed-site
diagnostic imaging services in the United States based on the number of locations and annual imaging revenue. RadNet has a network of
398 owned and/or operated outpatient imaging centers. RadNet's markets include Arizona, California, Delaware, Florida, Maryland,
New Jersey, New York and Texas. In addition, RadNet provides radiology information technology and artificial intelligence solutions marketed
under the DeepHealth brand, teleradiology professional services and other related products and services to customers in the diagnostic
imaging industry. Together with contracted radiologists, and inclusive of full-time and per diem employees and technologists, RadNet has
a total of over 11,000 employees. For more information, visit http://www.radnet.com.
iCAD is a global leader on a mission to create a world where cancer
can't hide by providing clinically proven AI-powered solutions that enable medical providers to accurately and reliably detect cancer
earlier and improve patient outcomes. Headquartered in Nashua, N.H., iCAD's industry-leading ProFound Breast Health Suite provides
AI-powered mammography analysis for breast cancer detection, density assessment and risk evaluation. Used by thousands of providers serving
millions of patients, ProFound is available in over 50 countries. In the last five years alone, iCAD estimates reading more than 40 million
mammograms worldwide, with nearly 30% being tomosynthesis. For more information, including the latest in regulatory clearances, please
visit www.icadmed.com.
Mark Stolper, 310-445-2800
Executive Vice President and Chief Financial Officer
John Nesbett/Rosalyn Christian
IMS Investor Relations
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities
Act"), and otherwise in accordance with applicable law.
Important Information about the Proposed Transaction and Where to
In connection with the proposed transaction between RadNet and iCAD,
RadNet plans to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 that constitutes
a prospectus of RadNet and will also include a proxy statement of iCAD. After the registration statement has been declared effective,
iCAD will mail the proxy statement/prospectus to its stockholders. The proxy statement/prospectus to be filed with the SEC related to
the proposed merger will contain important information about RadNet, iCAD, the proposed transaction and related matters. RadNet and iCAD
may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement/prospectus
or any other document which RadNet or iCAD may file with the SEC. Investors are urged to carefully read the proxy statement/prospectus
and other documents to be filed with the SEC (or incorporated by reference into the proxy statement/prospectus), as well as any amendments
or supplements to these documents, in connection with the proposed transaction, when available, because they will contain important information
about the proposed transaction and related matters. Investors will be able to obtain free copies of the registration statement on
Form S-4 and the proxy statement/prospectus (when available), and other documents filed by RadNet or iCAD with the SEC through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by RadNet can be obtained by contacting RadNet's
Investor Relations by telephone at (310) 445-2800 or by mail at 1510 Cotner Avenue, Los Angeles, California 90025. In addition, investors
are able to obtain free copies of the documents filed with the SEC on RadNet's website at www.radnet.com (which website is not incorporated
herein by reference). Copies of the documents filed with the SEC by iCAD can be obtained by contacting iCAD's Investor Relations
by telephone at (608) 882-5200 or by mail at 2 Townsend West, Suite 6, Nashua, New Hampshire 03063. In addition, investors are able to
obtain free copies of the documents filed with the SEC on iCAD's website at www.icadmed.com (which website is not incorporated herein
Participants in the Solicitation
RadNet, iCAD and their respective directors and executive officers
may be considered participants in the solicitation of proxies from iCAD's stockholders in connection with the proposed transaction.
Information about the directors and executive officers of RadNet is set forth in its proxy statement for its 2024 annual meeting of stockholders,
which was filed with the SEC on April 26, 2024. Information about the directors and executive officers of iCAD is set forth in its proxy
statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 29, 2024. To the extent holdings of RadNet's
or iCAD's securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes
have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4