HearUSA Announces Agreement for Sale of Assets to Siemens
August 2011
HearUSA, Inc., a leader among the nation's hearing care providers,
announced today that Audiology Distribution, LLC, a wholly owned subsidiary
of Siemens Hearing Instruments, Inc. submitted the highest and best bid for
the purchase of substantially all of the assets of the company in the July
29, 2011 Section 363 auction conducted under bidding procedures established
for HearUSA's Chapter 11 bankruptcy proceedings. The U.S. Bankruptcy Court
for the Southern District of Florida, West Palm Beach Division approved the
sale today. The company expects to close the transaction within 30 days of
the final sale order.
The bid by Audiology Distribution includes aggregate consideration of
approximately $129 million plus a waiver by Siemens of distribution on 6.4
million shares of HearUSA common stock owned by Siemens. For purposes of the
bidding, the company estimated the value of the waiver of distribution to be
in the range of $6.0 to $7.0 million, subject to final reconciliation of
assumed liabilities, excluded liabilities, taxes and common stock dilution
effects of the transaction. The estimated $129 million purchase price is
comprised of $66.8 million in cash, which includes repayment or assumption
of the $10 million debtor-in-possession (DIP) financing provided by the
stalking horse bidder, William Demant Holdings A/S, plus the payment of cure
costs for assumed contracts, the assumption of various liabilities of the
company and certain of its subsidiaries and the assumption of the company's
existing supply agreement with Siemens. It is expected that the cash portion
of the purchase price in excess of the repayment or assumption of the DIP
financing will be used to pay the company's remaining unsecured creditor
claims and wind up costs of the company, with the balance to be distributed
to equity holders of the company.
In connection with the auction, HearUSA and Audiology Distribution
entered into an asset purchase agreement that was filed with the bankruptcy
court today and the subject of the court's sale order issued today. HearUSA
is being advised by Sonenshine Partners LLC, financial advisors, Berger
Singerman, bankruptcy counsel, and Development Specialists, Inc.,
restructuring advisors.
About HearUSA
HearUSA is the recognized leader in hearing care for the nation's top
managed care organizations through its 134 company-owned centers and network
of more than 1,800 hearing care providers. HearUSA is the nation's only
hearing care provider accredited by URAC, an independent, nonprofit health
care accrediting organization dedicated to promoting health care quality
through accreditation, certification and commendation. HearUSA is also the
administrator of the AARP Hearing Care program, designed to help millions of
Americans aged 50+ who have untreated hearing loss. For more information
about HearUSA visit www.hearusa.com.
Source: HearUSA