Merge Healthcare Commences Exchange Offer for etrials Worldwide, Inc. Shares
June 16 2009 - 4:15PM
Business Wire
Merge Healthcare (NASDAQ: MRGE) (�Merge�), a health IT solutions
provider, and etrials Worldwide, Inc. (NASDAQ: ETWC) (�etrials�), a
provider of clinical trials software and services, announced today
that Merge has commenced an exchange offer for all of the
outstanding shares of etrials� common stock pursuant to their
previously announced definitive merger agreement dated May 30,
2009, under which Merge will acquire etrials. Subject to the terms
and conditions of the exchange offer, etrials� stockholders who
validly tender their shares will receive for each share of etrials
common stock they tender in the exchange offer (i)�$0.80 in cash,
without interest, and (ii) 0.3448 shares of Merge common stock.
The exchange offer is scheduled to expire at 12:00 midnight, New
York City time, at the end of Tuesday, July 14, 2009, unless
extended. The terms and conditions of the exchange offer are
described in the exchange offer documents, which have been mailed
to etrials� stockholders and filed with the Securities and Exchange
Commission (�SEC�). The exchange offer is subject to customary
closing conditions, including the tender in the exchange offer by
etrials� stockholders of shares representing at least a majority of
the outstanding shares of etrials� common stock on a fully diluted
basis.
About the Transaction
In connection with the exchange offer described herein, on June
16, 2009, Merge filed with the SEC a registration statement on Form
S-4 and a tender offer statement on Schedule TO setting forth in
detail the terms of the exchange offer. On June 16, 2009, etrials
filed with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things, the
recommendation of etrials� board of directors that etrials
stockholders tender their shares pursuant to the exchange offer.
These documents contain important information about the
transaction, and investors and security holders are urged to read
them carefully before making any decision with respect to the
exchange offer. Investors and security holders can obtain free
copies of the registration statement on Form S-4, Schedule TO,
Schedule 14D-9 and other filings containing information about Merge
and etrials, without charge, at the SEC�s website
(http://www.sec.gov). A free copy of the exchange offer materials
may also be obtained from Merge�s website at http://www.merge.com
and from etrials� website at http://www.etrials.com.
About Merge Healthcare
Merge Healthcare develops software solutions that automate
healthcare data and diagnostic workflow to create a more
comprehensive electronic record of the patient experience. Merge
products, ranging from standards-based development toolkits to
fully integrated clinical applications, have been used by
healthcare providers worldwide for over 20 years. Additional
information can be found at www.merge.com.
About etrials Worldwide
Headquartered near North Carolina's Research Triangle Park,
etrials Worldwide, Inc. (NASDAQ: ETWC - News), is a leading
provider of eClinical software and services to pharmaceutical,
biotechnology, and medical device companies, as well as contract
research organizations, offering adaptive, Web-based tools that
work together to coordinate data capture, logistics, patient
interaction and trial management - turning data into intelligence
and shortening the pathway to an actionable study endpoint. etrials
is one of the few top-tier solution providers that offers
electronic data capture (EDC), interactive voice and Web response
(IVR/IWR) and electronic patient diaries (eDiary), as part of a
flexible and integrated software-as-a-service (SaaS) platform or as
individual solutions to capture high quality data from multiple
pivot points to enable real-time access for informed
decision-making. As an experienced leader, etrials has facilitated
over 900 trials involving more than 400,000 patients in 70
countries and has participated in 42 studies that resulted in 14
approved new drug applications and/or regulatory approvals.
etwcf
This news release contains "forward-looking statements,"
including statements which are related to future, not past, events.
Forward-looking statements usually describe expected future
business and financial outlook or performance, and often contain
words such as �will,� �believes,� �intends,� �anticipates,�
�expects,� "plans," "seeks," �see� and similar expressions.
Forward-looking statements, by their nature, address matters that
are, to varying degrees, uncertain and subject to various known and
unknown risks. Such forward-looking statements include Merge�s and
etrials� decision to enter into an agreement for Merge to acquire
etrials, the ability of the parties to complete the transaction
contemplated by the merger agreement, including the parties�
ability to satisfy the conditions set forth in the merger
agreement, and the possibility of any termination of the merger
agreement. For Merge, particular uncertainties and risks that could
cause actual results to differ materially from post-merger
forward-looking statements include: the consummation and the
successful integration of etrials into Merge; market acceptance and
performance of its products and services; the impact of competitive
products and pricing; possible delays in the implementation of its
managed services offering; the risks and effects of its recent
changes in its executive and Board leadership; the risks and
effects of its recent securities issues, including the issuance of
certain senior secured notes; the past restatement of its financial
statements and other actions that may be taken or required as a
result of such restatement; its ability to generate sufficient cash
from operations to meet future operating, financing and capital
requirements, including repayment obligations with respect to its
outstanding indebtedness; risks associated with its prior delays in
filings with the SEC or its ability to continue to meet the listing
requirements of The NASDAQ Stock Market; the costs, risks and
effects of various pending legal proceedings and investigations,
including the formal investigation being conducted by the
Securities and Exchange Commission; and other risk factors detailed
in its filings with the Securities and Exchange Commission. More
information about potential factors which could cause etrials�
actual results to differ from the forward-looking statements
included in this announcement is included in its filings with the
Securities and Exchange Commission, including the �Risk Factors�
Section of its Form 10-K filed on March 10, 2009. These
uncertainties and risks may cause its actual future results to be
materially different than those expressed in the forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
the statement was made. Neither Merge nor etrials undertakes any
obligation to update such forward-looking statements or any of such
risks, uncertainties and other factors.
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