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As a result of the Merger, at the Effective Time, each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock held in treasury, held by Parent, Merger Sub or their respective subsidiaries or as to which appraisal rights have been perfected in accordance with the DGCL, but including each share of Company Restricted Stock (as defined below)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $33.50, without interest thereon and less any applicable withholding taxes (the “Per Share Price”). Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Natus, with Natus continuing as the surviving corporation and as a wholly owned direct subsidiary of Parent (the “Surviving Corporation”). We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the section of this proxy statement captioned “Where You Can Find More Information.” The Agreement and Plan of Merger, made and entered into as of April 17, 2022 (as amended from time to time, the “Merger Agreement”), by and among Natus, Parent and Merger Sub is attached as Annex A to this proxy statement. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement. with and into Natus Medical Incorporated, and may not contain all of the information that is important to you. This summary highlights selected information from this proxy statement related to the merger (the “Merger”) of Prince Mergerco Inc. Accordingly, you are cordially invited to attend a special meeting of stockholders of the Company (the “Company Stockholder Meeting”) to be held via a virtual meeting on, 2022, at Eastern Time in order to vote on a proposal to adopt the Merger Agreement. We refer to this transaction as the “Merger.” We cannot complete the Merger until our stockholders have adopted the Merger Agreement and we have obtained necessary regulatory approvals. Under the terms of the Merger Agreement, Merger Sub will be merged into Natus, each outstanding share of our common stock (other than shares, if any, owned directly or indirectly by Parent or Merger Sub) will be cancelled and converted into the right to receive $33.50 in cash (without interest and less any applicable withholding taxes) and Natus will become a privately held subsidiary of Parent. (“Merger Sub”), which are legal entities formed by funds managed by ArchiMed to facilitate its acquisition of Natus. Natus is a leading provider of medical device solutions focused on the diagnosis and treatment of central nervous and sensory system disorders for patients of all ages.On April 17, 2022, your Board of Directors approved an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among Natus Medical Incorporated (“Natus,” the “Company,” “we,” “us,” or “our”), Prince Parent Inc. The conference call also will be available real-time via the Internet at and a recording of the call will be available on the Company's Web site for 90 days following the completion of the call.
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A telephone replay will be available for 48 hours following the conclusion of the call by dialing 1-85 for domestic callers, or 1-40 for international callers, and entering reservation code 1379298. Individuals interested in listening to the conference call may do so by dialing 1-84 for domestic callers, or 1-50 for international callers, and entering reservation code 1379298. Pacific Time) to discuss those results and to answer questions. Natus management will host a conference call on Friday, August 6 th at 8:00 a.m. PLEASANTON, Calif., J(GLOBE NEWSWIRE) - Natus Medical Incorporated (NASDAQ: NTUS), (the “Company” or “Natus”), a leading provider of medical device solutions focused on the diagnosis and treatment of central nervous and sensory system disorders for patients of all ages, announced today that the Company will release its 2021 second quarter financial results after the close of the market on Thursday, August 5 th.
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