Visicu (MM) (NASDAQ:EICU)
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VISICU, Inc., (NASDAQ: EICU), a healthcare information technology and
clinical solutions company focused on critical care, announced today it
entered into a merger agreement through which an affiliate of Philips
will acquire the entire share capital of VISICU for USD 12.00 per share.
This represents a premium of approximately 35% over the VISICU stock
closing price on NASDAQ on December 17, 2007. On the unanimous
recommendation of a special committee of the Board of Directors, which
is comprised solely of independent directors, the Board of Directors of
VISICU, Inc. has approved the merger and recommended its approval by
stockholders. A special meeting of stockholders to approve the
transaction will be scheduled at a later date.
Based in Baltimore, Maryland, VISICU is a leader in clinical IT systems
that enable critical care medical staff to actively monitor patients in
hospital intensive care units (ICUs) from remote locations. The company’s
patented clinical IT system, called the eICU®
Program, provides real time, 24x7 patient monitoring in ICUs, and can be
likened to an air-traffic controller’s command
center by centrally networking critical care physicians and nurses to
ICU beds using voice and video. The system also offers advanced clinical
support including expert systems reflecting evidence based medicine. The
eICU Program has been shown to significantly reduce patient mortality,
length of stay, and medical complications while lowering ICU costs.
The transaction is subject to the terms and conditions of the merger
agreement, the approval of VISICU’s
stockholders, and to customary regulatory clearance and other closing
conditions. The transaction is expected to close in the first quarter of
2008.
In commenting on the transaction, VISICU Chairman and CEO, Frank T.
Sample said: “At VISICU, we have a successful
track record of developing innovative solutions to enhance the delivery
of patient care within the ICU resulting in significant improvements in
clinical outcomes and saving more lives. Our objective is to make the
eICU Program ubiquitous around the globe. We’re
excited to be teaming up with Philips – a
global leader in patient monitoring.”
Commenting on today’s announcement, Steve
Rusckowski, CEO of Philips Healthcare said: “Philips
is the market leader in patient monitoring systems in hospitals, so we
know the challenges our customers face –
rising patient numbers, staff shortages and concerns about patient
safety. By investing in clinical IT solutions like those offered by
VISICU, we believe we can offer customers more attractive patient
monitoring solutions to improve hospital productivity as well as patient
outcomes. Philips believes leveraging VISICU’s
clinical IT capabilities will accelerate growth in its existing patient
monitoring business.”
Morgan Stanley & Co. Incorporated advised VISICU on this transaction and
legal representation was provided by DLA Piper US LLP.
About VISICU
VISICU, Inc. (NASDAQ: EICU) is a healthcare information technology and
clinical solutions company focused on transforming the delivery of
critical care through its eICU®
Program. Through remote monitoring technology and clinical intelligence,
experienced critical care resources are leveraged to provide coverage
and early intervention for safer, more effective patient care. Currently
more than 180 hospitals serving over 250,000 patients annually have
partnered with VISICU to implement eICU programs. More information is
available at www.VISICU.com. VISICU®
and eICU® are
registered trademarks of VISICU, Inc. All rights reserved. All other
brand names, product names, company names, trademarks and service marks
are the property of their respective owners. visicu-f
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a
global leader in healthcare, lighting and consumer lifestyle, delivering
products, services and solutions through the brand promise of “sense
and simplicity”. Headquartered in the
Netherlands, Philips employs approximately 128,100 employees in more
than 60 countries worldwide. With sales of EUR 27 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient
monitoring systems, energy efficient lighting solutions, personal care
and home appliances, as well as consumer electronics.
Safe Harbor Statement
This release contains forward-looking statements that are made pursuant
to the provisions of Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements involve a number of risks
and uncertainties. Investors are cautioned that statements in this
release that are not strictly historical statements constitute
forward-looking statements. It is important to note that the company’s
performance, and actual results, financial condition or business could
differ materially from those expressed in the forward-looking
statements. The words “may”,
“could”, “would”,
“should”, “outlook”,
“positions us”, “guidance”,
“expects”, “estimates”,
“intends”, “plans”,
“projects”, “anticipates”,
“believes”, “predicts”,
“potential” or the
negative of these words, variations thereof or similar expressions are
intended to identify such forward-looking statements. For example, the
statement that the transaction is expected to close in the first quarter
of 2008 is a forward-looking statement.
You should not place undue reliance on forward-looking statements since
they involve known and unknown risks, uncertainties and other factors
which are, in some cases, beyond our control and which could materially
affect actual results, levels of activity, performance or achievements.
Factors that could cause results to differ materially from current
expectations include, but are not limited to: market acceptance of our
principal product offering and any new product releases; the price,
performance and reliability of our products and services; our ability to
attract and retain new customers and renewal rates of our existing
customers; unanticipated delays or problems in releasing new products
and services; financial and budget constraints of hospitals, changes in
our pricing practices or our competitors’
pricing practices and changes in the healthcare industry; the
introduction or availability of competing products or services and other
competitive factors; and changes in the government regulation of our
products and services.
Additional discussion of these and other factors affecting the company’s
business is contained in the company’s
periodic filings with the Securities and Exchange Commission (“SEC”).
The company undertakes no obligation to update forward-looking
statements to reflect changed assumptions the occurrence of
unanticipated events or changes in future operating results, financial
condition or business over time.
Additional Information
In connection with the proposed transaction, VISICU will file a proxy
statement with the SEC. Stockholders are strongly advised to read the
proxy statement and any other relevant documents filed with the SEC as
they become available, because they will contain important information
about the proposed transaction. Stockholders may obtain a copy of the
proxy statement when available along with other documents filed by
VISICU, Inc., free of charge, by contacting VISICU Investor Relations in
writing at VISICU, Inc., 217 E. Redwood Street Suite 1900, Baltimore, MD
21202-3315, by telephone at (410) 276-1960, or by accessing the VISICU
Website at www.VISICU.com or the SEC
website at www.sec.gov.
Participants in the Solicitation
VISICU, Inc. and its directors, executive officers, and certain other
members of its management and employees may be deemed to be participants
in the solicitation of proxies from its stockholders in connection with
the proposed transaction. Information regarding the interests of such
directors and executive officers in the solicitation will be more
specifically set forth in the proxy statement concerning the proposed
transaction that will be filed with the SEC. In addition to the proxy
statement, VISICU files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statement or other information at the SEC public reference room
in Washington, D.C. Please call the SEC at 1-800-SEC-3030 for further
information on the public reference rooms. VISICU’s
filings with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.