FONAR Signs Definitive Agreement for "Take Private" Sale to Acquisition Group Led by CEO

Core Viewpoint - FONAR Corporation has entered into a definitive merger agreement with FONAR, LLC and FONAR Acquisition Sub, Inc., where the Buyer will acquire all outstanding shares of FONAR for specified cash amounts per share, subject to certain conditions [1][2]. Transaction Details - The cash offer includes $19.00 per share for common and Class B stock, $6.34 for Class C stock, and $10.50 for Class A non-voting preferred stock [1]. - The transaction price represents a 31.5% premium over the last closing price before the announcement, a 21.9% premium over the price on July 8, 2025, and a 39.7% premium over the average closing price for the 90 days ending June 30, 2025 [3]. - The transaction is expected to close in the third fiscal quarter of 2026, pending approval from the Company's stockholders and other customary conditions [4]. Financing Structure - The acquisition will be financed through a combination of new debt, new equity, and rollover of Company securities, with a secured debt financing facility of $35 million from OceanFirst Bank [6]. - Additional debt of approximately $10 million and equity of about $45 million will be provided by members of the Acquisition Group and third-party lenders [6]. Advisory and Legal Support - Marshall & Stevens Transaction Advisory Services LLC is the financial advisor to the Special Committee, while Meister Seelig & Fein PLLC provides legal counsel to the Special Committee [7]. - DLA Piper LLP (US) serves as legal counsel to FONAR, and Moritt Hock & Hamroff LLP is legal counsel to the Buyer [7]. Company Background - FONAR Corporation, established in 1978, is recognized as the inventor of MR Scanning and is the oldest MRI company in the industry [15]. - The company is known for its FONAR UPRIGHT® Multi-Position™ MRI, which allows for imaging in various weight-bearing positions, enhancing diagnostic capabilities [16]. - FONAR's primary income source is its diagnostic imaging management subsidiary, Health Management Company of America [18].