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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Etrials Worldwide (MM) | NASDAQ:ETWC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.1601 | 0 | 01:00:00 |
Transaction Valuation*
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Amount of Filing Fee**
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$20,081,418
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$1,121
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*
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Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(a)(4) and 0-11(d) under the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The market value of the securities to be received was calculated as the product of (a) 11,064,142 shares of ETWC common stock (as set forth by ETWC in its Solicitation/Recommendation on Schedule
14D-9, filed June 16, 2009) and (b) $1.815, the average of the high and low sales prices of ETWC common stock as reported on The NASDAQ Stock Market on June 10, 2009.
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**
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The amount of the filing fee equals $55.80 per $1,000,000 of the transaction valuation.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $627
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Filing Party: Merge Healthcare Incorporated
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Form or Registration No.: Form S-4 333-159998
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Date Filed: June 16, 2009.
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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x
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third-party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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¨
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Rule 13e–4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d–1(d) (Cross-Border Third-Party Tender Offer)
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ITEM 1.
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SUMMARY TERM SHEET.
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ITEM 2.
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SUBJECT COMPANY INFORMATION.
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ITEM 3.
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IDENTITY AND BACKGROUND OF FILING PERSON.
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ITEM 4.
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TERMS OF THE TRANSACTION.
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ITEM 5.
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
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ITEM 6.
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PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
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ITEM 7.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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ITEM 8.
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INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
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ITEM 9.
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PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
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ITEM 10.
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FINANCIAL STATEMENTS.
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ITEM 11.
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ADDITIONAL INFORMATION.
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ITEM 12.
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EXHIBITS.
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(a)(1)(A)
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Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to Merge Healthcare’s Registration Statement on Form S-4 filed on June 16, 2009).
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(a)(1)(B)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.2 to Merge Healthcare’s Registration Statement on Form S-4 filed on June 16, 2009).
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(a)(1)(C)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Merge Healthcare’s Registration Statement on Form S-4 filed on June 16, 2009).
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(a)(1)(D)
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Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.4 to Merge Healthcare’s Registration Statement on Form S-4 filed on June 16, 2009).
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(a)(1)(E)
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Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to Merge Healthcare’s Registration Statement on Form S-4 filed on June 16, 2009).
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(a)(4)
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Prospectus registering the offer and sale of Merge Healthcare Common Stock to be issued in the Offer (incorporated by reference to Merge Healthcare’s Registration Statement on Form S-4 filed on June 16, 2009).
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(a)(5)(A)
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Press Release issued by Merge Healthcare, dated June 1, 2009, announcing the execution of the Agreement and Plan of Merger among Merge Healthcare, etrials and Offeror (incorporated by reference to Exhibit 99.1 to Merge Healthcare’s Current Report on Form 8-K filed on June 2, 2009).
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(a)(5)(B)
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[Intentionally omitted]
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(a)(5)(C)
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Email to Merge Healthcare employees regarding signing of a definitive agreement to acquire etrials (incorporated by reference to Merge Healthcare’s Form 8-K filing on June 2, 2009).
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Slides from the June 12, 2009 annual shareholder meeting of Merge Healthcare discussing etrials and the Agreement and Plan of Merger.
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(a)(5)(E)
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FAQs of Merge Healthcare dated June 1, 2009 (incorporated by reference to Exhibit 99.3 to Merge Healthcare's Current Report on Form 8-K filed with the SEC on June 2, 2009).
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(a)(5)(F)
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Employee Communication Script of employee meeting of etrials held following the press release regarding the proposed Merger (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K filed with the SEC on June 2, 2009).
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(a)(5)(G)
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FAQ Document of etrials dated June 1, 2009 (incorporated by reference to Exhibit 99.7 to the Current Report on Form 8-K filed with the SEC on June 2, 2009).
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(a)(5)(H)
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FAQ Document of etrials for etrials' employees (incorporated by reference to Exhibit 99.8 to the Current Report on Form 8-K filed with the SEC on June 2, 2009).
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(a)(5)(I)
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Form of correspondence to be provided to customers of etrials (incorporated by reference to Exhibit 99.9 to the Current Report on Form 8-K filed with the SEC on June 2, 2009).
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(d)(1)
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Agreement and Plan of Merger, dated as of May 30, 2009, among Merge Healthcare, etrials and Offeror (incorporated by reference to Exhibit 2.1 to Merge Healthcare’s Current Report on Form 8-K filed with the SEC on June 2, 2009).
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(d)(2)
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Form of Stockholder Support Agreement, among Merge Healthcare and the Stockholders signatory thereto (incorporated by reference to Exhibit 2.2 to Merge Healthcare’s Current Report on Form 8-K filed with the SEC on June 2, 2009).
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ITEM 13.
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INFORMATION REQUIRED BY SCHEDULE 13E-3.
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MERGE HEALTHCARE INCORPORATED
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By:
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/s/ Justin C. Dearborn
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Name:
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Justin C. Dearborn
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Title:
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Chief Executive Officer
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MERGE ACQUISITION CORP.
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By:
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/s/ Justin C. Dearborn
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Name:
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Justin C. Dearborn
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Title:
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Chief Executive Officer
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1 Year Etrials Worldwide (MM) Chart |
1 Month Etrials Worldwide (MM) Chart |
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