(RTTNews) - FONAR Corporation (FONR), the inventor of MR Scanning, has signed a definitive agreement to be acquired and taken private by an acquisition group led by Chief Executive Officer Timothy Damadian.
As part of the agreement, the buyer group - consisting of Damadian, certain members of management, board members, and third-party investors- will acquire all outstanding shares of FONAR not already owned by the group.
Common stockholders and Class B common stockholders will receive $19.00 per share. Class C common stockholders will receive $6.34 per share, and holders of Class A non-voting preferred stock will receive $10.50 per share.
The purchase price represents a 31.5% premium to the last closing price before the announcement, a 21.9% premium to the July 8, 2025, price before the initial proposal, and a 39.7% premium to the 90-day average closing price ending June 30, 2025.
A special committee of disinterested directors unanimously recommended the deal after consulting independent financial and legal advisors. The full board, excluding members of the acquisition group who recused themselves, unanimously approved the agreement.
The transaction is expected to close in the third fiscal quarter of 2026, subject to approval by a majority of all voting shares and a majority of disinterested shareholders, along with other customary conditions. The deal is not subject to financing contingencies.
Buyer financing includes a $35 million committed debt facility from OceanFirst Bank, supplemented by approximately $10 million in subordinated debt and about $45 million in equity contributions from the acquisition group and third-party lenders. Upon completion of the transaction, FONAR's shares will be delisted from the Nasdaq Stock Market.
FONR has traded between $12.00 and $17.62 over the past year. The stock closed yesterday's trading at $14.66, up 1.45%, and rose further in overnight trading to $18.25, up 24.49%, touching a new 52-week high.
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