RadNet, Inc. Announces Agreement to Acquire ONRAD, Inc.
RadNet, Inc. Announces Agreement to Acquire ONRAD, Inc.
Adds a radiology professional services platform offering teleradiology and in-hospital staffing for hospitals and health systemsEnables RadNet to seamlessly combine radiology professional services, AI-powered technology solutions and outpatient imaging operations into an integrated offering, transforming radiology workflows and ultimately improving patient careUniquely positions RadNet with an expanded offering to address the full range of care settings where imaging is performed inside and outside of hospitalsAcquisition adds to RadNet a capital-light, high-margin management services platform supporting more than 225 hospital facilities across 26 states with more than 130 contracted radiologistsONRAD is expected to add $190 million to $200 million of Revenue and $60 million to $65 million of Adjusted EBITDA(1) to RadNet in its first year of operation after closingRadNet and ONRAD management will host a conference call and webcast to discuss the transaction in more detail on Tuesday, October 27 LOS ANGELES, Oct. 26, 2026 (GLOBE NEWSWIRE) — RadNet, Inc. (NASDAQ: RDNT) (“RadNet” or the “Company”), a national leader in providing high-quality, cost-effective outpatient diagnostic imaging services and a global developer of digital health solutions, today announced that it has entered into a definitive agreement to acquire ONRAD, Inc. (ONRAD). ONRAD, through its more than 130 contracted radiologists, is a provider of teleradiology and in-hospital professional radiology staffing services for hospitals, health systems and other diagnostic imaging sites of care. The transaction is expected to close in early 2027 and is subject to customary regulatory review and closing conditions. Upon closing, ONRAD shareholders will receive a cash payment of $350 million and 5 million shares of RadNet, Inc. common stock, subject to customary adjustments. In addition, an earnout of up to $210 million in value will be payable upon achievement of target EBITDA for 2027. The earnout is payable in cash, RadNet common stock, or a combination thereof, at RadNet’s election. “This is the next step in building an imaging company with comprehensive solutions that brings technology, radiology professional services and imaging operations together to address some of healthcare’s most pressing challenges and needs,” said Dr. Howard Berger, President and CEO of RadNet. “Connecting RadNet’s established AI-enabled digital health technology and imaging center operational expertise with ONRAD’s teleradiology and professional staffing solutions unites the capabilities needed to address the entire continuum of diagnostic imaging under one company. The acquisition will enhance RadNet’s portfolio of solutions for hospitals and health systems, outpatient freestanding centers, urgent care facilities, freestanding emergency departments and physician offices.” Dr. Berger continued, “I welcome ONRAD’s executive team, its contracted radiologists and all other ONRAD team members into the RadNet family. This transaction is a significant additional step in leading our industry forward and demonstrating the impact that a transformation to workflow solutions in diagnostic imaging can have in advancing early detection, population health and improved patient outcomes.” Through its contracted radiologists, ONRAD provides remote teleradiology final-read interpretations across many healthcare settings and in-hospital professional radiology staffing services, including interventional radiology, for hospitals and health systems. Upon closing, ONRAD will become the foundation for RadNet’s third reportable operating segment, Radiology Professional Services. With the addition of this third operating segment, RadNet becomes a comprehensive radiology services and solutions provider, addressing the imaging continuum across the full range of care settings, including hospitals, freestanding ambulatory outpatient centers, primary and specialty care physician offices and standalone urgent care and emergency department facilities. Strategic Rationale Connects three complementary businesses to provide comprehensive imaging solutions. Combining RadNet outpatient imaging operations and DeepHealth AI-enabled digital health solutions with the ONRAD radiology professional services platform will bring together comprehensive expertise in the diagnostic imaging industry within one company. Integrating these capabilities for customers and partners across all diagnostic imaging settings is expected to create efficiencies, improve patient care and lower costs in an unequaled approach.Expands RadNet into hospital-based radiology. Hospitals and health systems account for more than 50% of U.S. diagnostic imaging volume.(2) ONRAD will provide RadNet with an established platform to support in-hospital and remote professional radiology interpretation services while also expanding the RadNet offerings to its existing joint venture partners.Addresses growing market demand. U.S. imaging demand growth is outpacing the supply of trained radiologists. With ONRAD, RadNet will be positioned to further help address this gap by integrating AI-enabled technology with teleradiology and professional staffing services, creating opportunities to transform workflows, support case prioritization and better match interpretation capacity to demand.Adds a fast-growing, high-margin capital-light business. ONRAD has demonstrated consistent annual revenue growth between 10% and 20% over the last several years with Adjusted EBITDA(1) margins exceeding 30%. RadNet believes ONRAD will require very little capital to maintain and grow organically. “For 20 years, ONRAD has built long-standing relationships with hospitals and health systems delivering reliable, high-quality radiology coverage,” said Dave Engert, President and CEO of ONRAD. “Joining RadNet not only gives us the scale, resources and technology to meet the growing needs of our current and prospective customers, but it also enables us to offer a unique imaging model that addresses the full continuum of care from outpatient imaging centers to the acute care environment. The potential to further meet the ever-increasing demand for imaging services along with improving patient outcomes is what excites me most about our future together.” Conference Call and WebcastRadNet will host a conference call and webcast at 8:00 a.m. Eastern Time on Tuesday, October 27, 2026 to discuss the transaction in further detail. To join by phone, dial 1-844-744-1280 for the U.S. and Canada and 1-412-564-6465 for international callers. A live webcast will be available at https://viavid.webcasts.com/starthere.jsp?ei=1780997&tp_key=417a069370. Robert W. Baird & Co. is serving as exclusive financial advisor to ONRAD, which is a portfolio company of Housatonic Partners. About RadNet, Inc.RadNet, Inc. is a leading national provider of freestanding, fixed-site diagnostic imaging services in the United States based on the number of locations and annual imaging revenue. RadNet has a network of owned and/or operated outpatient imaging centers. RadNet’s imaging center markets include Arizona, California, Delaware, Florida, Idaho, Indiana, Maryland, New Jersey, New York, Texas and Virginia. In addition, RadNet provides radiology information technology and artificial intelligence solutions marketed under the DeepHealth brand, teleradiology professional services and other related products and services to customers in the diagnostic imaging industry globally. Together with contracted radiologists, and inclusive of full-time and per diem employees and technologists, RadNet has over 12,000 team members. Learn more at radnet.com. About ONRAD, Inc. ONRAD, Inc. is a leading radiology services company, delivering remote teleradiology final-read impressions and full-service radiology solutions for hospitals, radiology practices, outpatient clinics and imaging centers. Its spectrum of services includes reading remote and onsite diagnostic studies, interventional radiology, medical directorship, analytics, peer review, billing and quality oversight — all on the industry’s most advanced, integrated, AI-powered technology platform. ONRAD reads all modalities and has been Joint Commission accredited since its inception. Forward-Looking Statements This press release includes “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, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that RadNet expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the transaction discussed herein, the expected timing and completion of such transaction, the anticipated benefits of such transaction, the potential earnout amount, the expected financial impact of the transaction on RadNet and other statements that are not historical facts. Forward-looking statements are based on current plans, estimates, expectations and assumptions as of the time they are made, are not guarantees of future performance and should not be relied on as predictions of future events, and there can be no assurance that such estimates, assumptions and expectations will prove to have been correct. These forward-looking statements involve risks and uncertainties, many of which are difficult to predict and are generally outside RadNet’s control, and other factors that could cause RadNet’s actual results or financial condition to differ materially from those expressed or implied by forward-looking statements, including (i) the risk that the conditions to the closing of the transaction, including required regulatory approvals, are not satisfied or waived on a timely basis or at all, and the risk that the transaction may not be completed on the anticipated terms, in the anticipated timeframe or at all, (ii) the occurrence of any event that could give rise to the termination of the definitive agreement for the transaction, (iii) the risks and costs associated with the transaction and integrating ONRAD and achieving the anticipated benefits of the transaction, (iv) potential disruption to the businesses of RadNet and ONRAD, including the ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners, as well as diversion of management’s time and attention from ordinary course business operations to completion of the transaction and integration matters, (v) potential litigation or regulatory action relating to the transaction, (vi) the effect of the transaction on RadNet’s indebtedness and leverage, credit ratings and liquidity, (vii) legislative, regulatory and economic developments, including in the healthcare industry, (viii) the effect of the announcement, pendency or completion of the transaction on the market price of RadNet’s common stock, and (ix) the other risks described under “Risk Factors” in RadNet’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Please read the Company’s filings with the SEC, which are available on the SEC’s website at https://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, RadNet undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. No Offer or Solicitation This press release is for informational purposes only and shall not constitute or form part of, an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. References (1)The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, each from continuing operations and adjusted for losses or gains on the sale of equipment, other income or loss, debt extinguishments and non-cash equity compensation. Adjusted EBITDA includes equity earnings in unconsolidated operations and subtracts allocations of earnings to non-controlling interests in subsidiaries, and is adjusted for non-cash or extraordinary and one-time events taken place during the period. Adjusted EBITDA is a non-GAAP financial measure used as analytical indicator by RadNet management and the healthcare industry to assess business performance, and is a measure of leverage capacity and ability to service debt. Adjusted EBITDA should not be considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA should not be considered in isolation or as alternatives to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity. As Adjusted EBITDA is not a measurement determined in accordance with GAAP and is therefore susceptible to varying methods of calculation, this metric, as presented, may not be comparable to other similarly titled measures of other companies. The Company’s guidance or target for ONRAD’s addition to Adjusted EBITDA is also a non-GAAP financial measure that excludes or otherwise has been adjusted for non-GAAP adjustment items from the Company’s GAAP financial statements. When the Company provides guidance or its target for ONRAD’s addition to Adjusted EBITDA, it does not provide a reconciliation of the GAAP measure as it is unable to predict with a reasonable degree of certainty the actual impact of the non-GAAP adjustment items. By their very nature, non-GAAP adjustment items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact the Company and its financial results. Therefore, the Company is unable to provide a reconciliation of these measures without unreasonable efforts. (2)Based on a Signify analysis. RadNet Media Contacts Jane Mazur Senior Vice President, Corporate Communications +1 585-355-5978 jane.mazur@radnet.com Mark Stolper Executive Vice President and Chief Financial Officer +1 310-445-2800 A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/05e518ec-4d83-4fcc-a69f-3e80e67f4d30
