Item 8.01 Other Events
Visicu, Inc. (Visicu or the Company) today announced that its stockholders have approved a proposal
to adopt the previously announced Agreement and Plan of Merger (the Merger Agreement), dated as of
December 18, 2007, by and among Visicu, Philips Holding USA Inc. (Philips) and Ice
Merger Sub, Inc. (Merger Sub). Under the terms of the Merger Agreement the Company will be acquired by
Philips, a global leader in healthcare, lighting and consumer lifestyle. If the merger is completed, each share of
Visicu common stock outstanding immediately prior to the effective time of the merger (other than shares owned by Visicu,
Philips or Merger Sub or any direct or indirect wholly-owned subsidiary of Philips, which will be cancelled, or by holders
properly perfecting appraisal rights under Delaware law) will be converted at the effective time of the merger into the
right to receive $12.00 in cash, without interest and less any applicable withholding taxes.
The closing of the merger is contingent upon the satisfaction of certain conditions set forth in the Merger
Agreement. The Company intends to continue to seek to satisfy its conditions to closing the merger and expects that the
merger will close on or about February 20, 2008.
Forward-Looking Statements
This Form 8-K contains forward-looking statements that are made pursuant to 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 Companys 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 Company
intends to continue to seek to satisfy its conditions to closing the merger and expects that the merger will close on
or about February 20, 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 Companys
business is contained in the Company's periodic filings with the Securities Exchange Commission. 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.