PEDIATRIX MEDICAL GROUP, INC. Item 7.01 Regulation FD Disclosure.
On
Item 8.01 Other Information.
On
The divestiture of MEDNAX Radiology will allow the Company to focus solely on its Pediatrix and Obstetrix medical groups. In connection with the divestment, the Company will classify MEDNAX Radiology as discontinued operations beginning with the third quarter of 2020.
Pursuant to the terms and conditions of the Purchase Agreement, at the closing
of the Transaction, MEDNAX Services will receive a cash payment of
The Purchase Agreement contains customary representations, warranties,
covenants, including restrictive covenants, and limited indemnification
provisions, including with respect to medical malpractice claims of the
Company's vRad teleradiology business, as well as customary tax matters and
representation and warranty and covenant breaches. The Company has agreed to
provide certain transition services to
The foregoing description of the Purchase Agreement is not complete and is
qualified in its entirety by the full text of the Purchase Agreement, a copy of
which will be filed as an exhibit to a Current Report on Form 8-K to be filed by
the Company no later than
Certain statements and information in this Current Report on Form 8-K may be
deemed to contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements may include, but
are not limited to, statements relating to the Company's objectives, plans and
strategies, and all statements, other than statements of historical facts, that
address activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future. These statements are
often characterized by terminology such as "believe," "hope," "may,"
"anticipate," "should," "intend," "plan," "will," "expect," "estimate,"
"project," "positioned," "strategy" and similar expressions, and are based on
assumptions and assessments made by the Company's management in light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe to be appropriate.
Any forward-looking statements in this Current Report on Form 8-K are made as of
the date hereof, and the Company undertakes no duty to update or revise any such
statements, whether as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties. Important factors that could cause actual
results, developments, and business decisions to differ materially from
forward-looking statements are described in the Company's most recent Annual
Report on Form 10-K and its Quarterly Reports on Form 10-Q, including the
sections entitled "Risk Factors", as well the Company's current reports on Form
8-K, filed with the
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impact of the COVID-19 outbreak on the Company and its financial condition and results of operations; the effects of economic conditions on the Company's business; the effects of the Affordable Care Act and potential changes thereto or a repeal thereof; the Company's relationships with government-sponsored or funded healthcare programs, including Medicare and Medicaid, and with managed care organizations and commercial health insurance payors; the Company's ability to consummate the Transaction; the timing and contribution of future acquisitions; the effects of share repurchases; and the effects of the Company's transformation and restructuring initiatives.
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