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Merge eFilm and Cedara Software Corp to Merge
Combination Creates Medical Imaging Market Leader Offering Expanded Products
and Services and Accelerated Innovation in The Direct And OEM Channels
MILWAUKEE and TORONTO, Jan. 18 /PRNewswire-FirstCall/ -- Merge Technologies
Incorporated (NASDAQ:MRGE), d.b.a. Merge eFilm, a leading global healthcare
software and services company, and Cedara Software Corp. (Nasdaq: CDSW; TSX:
CDE), a leading independent developer of medical software technologies for the
global healthcare market, today announced a definitive agreement to merge in an
all-stock transaction. Upon completion of the transaction, the combined
company will bring one of the most comprehensive image and information
management solution sets to manage clinical and business workflow to the
diagnostic OEM and end user markets. The combined company will have an
extensive imaging product suite to meet the current and emerging needs of OEM
and end user customers, radiology and clinical specialties, and an annual
revenue run rate exceeding $100 million (C$122 million). In addition, the
merged company will have an international presence capitalizing on the
digitization of healthcare, and the financial strength, growth trajectory and
product and distribution market coverage to drive its continued track record as
one of the fastest growing healthcare information technology companies in the
market.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030430/MRGELOGO )
Merge eFilm will issue either 0.587 Merge eFilm common shares, or 0.587 shares
of a newly created class of Canadian exchangeable shares for each Cedara common
share. Based on the 20-day volume weighted average price of Merge eFilm stock
for the period ending January 14, 2005, the transaction is valued at US$12.37
(approximately C$15.10) for each common share of Cedara, representing a 17.5%
premium to Cedara's 20-day volume weighted average price. The merger may permit
Canadian shareholders of Cedara to defer any gain on their shares for Canadian
income tax purposes. The transaction is subject to approval by shareholders of
each company, regulatory approvals and other customary closing conditions.
"I'm very pleased to announce that Merge eFilm and Cedara are joining together
to lead the market with the product and service depth, financial strength,
product innovation resources and market coverage to deliver value to our key
stakeholders: customers, employees and shareholders," said Richard Linden,
President and CEO of Merge eFilm. "Our combined strengths will allow us to
accelerate the development and deployment of new imaging products and services
for both the OEM markets and our expanding interest in RIS/PACS offerings
beyond radiology. Together, we create a powerful combination of industry
leading product innovation, sales and marketing distribution, valued
professional services, strengthened international market coverage, and enhanced
access to new markets. For example, we are well positioned to leverage the
market leading innovation of OEM technologies for clinical specialties such as
orthopedics, cardiology, gastroenterology, and mammography into full workflow
solutions. The scale and momentum from this merger is a proactive strategy to
lead the industry consolidation effort, to further the steady change in the
definition of RIS/PACS and alter the competitive landscape. Our combined brand
is strong, our value propositions unique, our recent histories indicative of
our ability to succeed financially and we are well positioned to achieve our
growth objectives. This powerful combination of factors will contribute to the
digital evolution of one of the fastest growing sectors in healthcare
information technology, and we are pleased to be a catalyst for market change
with this merger."
"Our merged organization will make it easier to introduce innovative medical
solutions for both our global OEM partners and end user customers," said Abe
Schwartz, Cedara's President and CEO. "We will be the only company in our
industry with this breadth of end-user and OEM offerings, with a new depth of
clinical and technical expertise to support them. Our significant expansion of
leadership, talent and operational resources will allow us to enter new
clinical markets and create product offerings beyond radiology. Our employees
will have greater professional growth and career path development, and our
shareholders will gain from the financial strength of the combined
organization. This is a win-win for all stakeholders."
The corporate headquarters for the newly combined company will be in Milwaukee,
WI. Richard Linden will serve as its President and CEO, and Abe Schwartz will
continue his involvement with the company including serving as a member of its
Board of Directors. Leadership and integration planning for the combined
company is underway and will be implemented after the anticipated April
closing. Based on the strong growth and financial performance of Merge eFilm
and Cedara, the transaction is expected to be accretive to Merge eFilm's
earnings per share in 2005 (excluding the impact of one-time transaction-
related expenses), and beyond. The combined company expects to realize
operational synergies including time to market for new imaging products,
cross-selling opportunities within our combined end user customer base, and
cost savings associated with public company activities.
William Blair and Company, L.L.C. acted as financial advisor to Merge eFilm,
and Michael Best & Friedrich LLP and Blake, Cassels & Graydon acted as legal
advisors. Genuity Capital Markets acted as financial advisor to Cedara and
Stikeman Elliott LLP and Debevoise & Plimpton LLP acted as legal advisors.
Merge eFilm and Cedara will host a conference call to discuss the transaction
today, January 18, at 10:00 am CST. To listen to the live broadcast, please
see options listed below:
LIVE VIA PHONE:
Call:
-- 800-221-2015 (US & Canada)
-- 706-634-2159 (International)
Reference Conference ID#: 3499352
LIVE VIA WEBCAST:
Go To:
http://phx.corporate-ir.net/playerlink.zhtml?c=85928&s=wm&e=1002693
For additional information about the conference call, visit:
http://www.merge.com/investor/confcalllist.asp
(Editors Note: see the following fact sheets for additional details concerning
Merge eFilm and Cedara).
MERGE EFILM - CEDARA
MERGER DEAL FACT SHEET
Parties Merge eFilm Cedara Software
Exchange Symbol: NASDAQ: MRGE TSX: CDE; NASDAQ: CDSW
Company Description Merge eFilm is a global Cedara Software Corp. is
healthcare software and a leading independent
services company focused provider of medical
on accelerating the imaging technologies.
productivity of imaging Cedara software is
centers, small- to medium deployed in hospitals
-sized hospitals and and clinics worldwide
clinics with a suite of and is licensed by many
RIS/PACS products that of the world's leading
more efficiently medical device and
streamline, integrate and healthcare information
distribute image and technology companies.
information workflow Approximately 28,000
across the healthcare medical imaging systems
enterprise. Since 1987, and 6,400 Picture
Merge eFilm has leveraged Archiving and
its healthcare integration Communications
and connectivity System (PACS)
experience to create workstations have
workflow solutions been licensed
that improve our to date. Cedara
customers' productivity recently acquired
and enhance the eMed Technologies
quality of care they Corporation, widely
provide. known as a provider of
innovative PACS and
teleradiology solutions
that have been installed
in over 2,000 hospitals
and imaging centers.
Headquarters 1126 South 70th Street 6509 Airport Road
Milwaukee, WI 53214 Mississauga, Ontario
Tel: (414) 977-4000 L4V 1S7
Tel: (905) 672-2100
CEO Richard Linden Abe Schwartz
CFO Scott Veech Brian Pedlar
Fiscal year ends 12/04 06/05
Market Capitalization $257.4 million $360.8 million
(C$439.3 million)
# of Shares 13.2 million 31.8 million
# of Employees 200 350
RIS/PACS End User
Customers 200+ 400+
OEM/VAR Customers 100+ 150+
Website http://www.merge-efilm.com/
http://www.cedara.com/
Financial Advisors: William Blair & Genuity Capital Markets
Company, L.L.C.
Legal Advisors: Michael Best & Friedrich Stikeman Elliott LLP
and Blake, Cassels & and Debevoise &
Graydon Plimpton LLP
Transaction summary Fixed exchange ratio: 0.587 Merge eFilm common or
exchangeable shares for each Cedara share
Structure: Plan of Arrangement with exchangeable
shares
Approvals: Subject to shareholder and regulatory
approval
Expected close: Early 2Q 2005
About Merge eFilm
Merge eFilm is a global healthcare software and services company focused on
accelerating the productivity of imaging centers, small- to medium-sized
hospitals and clinics with a suite of RIS/PACS products that more efficiently
streamline, integrate and distribute image and information workflow across the
healthcare enterprise. Since 1987, Merge eFilm has leveraged its healthcare
integration and connectivity experience to create workflow solutions that
improve our customers' productivity and enhance the quality of care they
provide. For more information about Merge eFilm's products and services, visit
our website at http://www.merge-efilm.com/ , or call Beth Frost-Johnson, Senior
Vice President-Marketing and Strategic Planning, at 414-977-4254, email .
About Cedara Software Corp
Cedara Software Corp. is a leading independent provider of medical imaging
technologies. Cedara's software is deployed in hospitals and clinics worldwide
and is licensed by many of the world's leading medical device and healthcare
information technology companies. Approximately 28,000 medical imaging systems
and 6,400 Picture Archiving and Communications System (PACS) workstations have
been licensed to date. Cedara recently acquired eMed Technologies Corporation,
widely known as a provider of innovative PACS and teleradiology solutions that
have been installed in over 2,000 hospitals and imaging centers. Cedara is
quite unique in that it has technologies and expertise that span all the major
digital imaging modalities including computed tomography (CT), magnetic
resonance imaging (MRI), digital X-ray, mammography, ultrasound, echo-
cardiology, angiography, nuclear medicine, positron emission tomography (PET)
and fluoroscopy. Furthermore, the Company's medical imaging offerings are used
in all aspects of clinical workflow including the capture of a patient's
digital image; the archiving, communication and manipulation of digital images;
sophisticated clinical applications to analyze digital images; and even the use
of imaging in minimally-invasive surgery. For more information about Cedara's
products and services, visit our website at http://www.cedara.com/, or call
Jacques Cornet, Vice President of Marketing & Operations, at (905) 672- 2100
ext. 2564, email: .
Notice to Investors, Prospective Investors and the Investment Community
Cautionary Information Regarding Forward-Looking Statements
Statements in this press release regarding the proposed merger of Merge
Technologies, (d.b.a. Merge eFilm) and Cedara Software Corp. which are not
historical facts, including expectations of financial results for the combined
companies (e.g., projections regarding revenue, earnings, cash flow, cost
savings and future growth), are "forward-looking statements." All forward-
looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Investors are
cautioned not to place undue reliance on these forward-looking statements and
any such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. Merge eFilm and Cedara
undertake no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances.
Important factors upon which the forward-looking statements presented in this
release are premised include: (a) receipt of regulatory and shareholder
approvals without unexpected delays or conditions; (b) timely implementation
and execution of merger integration plans; (c) the ability to implement
comprehensive plans for asset rationalization; (d) the successful integration
of the IT systems and elimination of duplicative overhead and IT costs without
unexpected costs or delays; (e) retention of customers and critical employees;
(f) successfully leveraging Merge eFilm/Cedara's comprehensive product offering
to the combined customer base; (g) continued growth at rates approximating
recent levels for imaging information systems and other product markets; (h) no
unanticipated changes in laws, regulations, regulatory requirements or other
industry standards affecting Merge eFilm/Cedara's businesses which require
significant product redevelopment efforts, reduce the market for or value of
its products or render products obsolete; (i) no unanticipated developments
relating to previously disclosed lawsuits or similar matters; (j) successful
management of any impact from slowing economic conditions or consumer spending;
(k) no catastrophic events that could impact Merge eFilm/Cedara's or its major
customer's operating facilities, communication systems and technology or that
has a material negative impact on current economic conditions or levels of
consumer spending; (l) no material breach of security of any Merge
eFilm/Cedara's systems; and (m) successfully managing the potential both for
patent protection and patent liability in the context of rapidly developing
legal framework for expansive software patent protection. In addition, the
ability of Merge eFilm/Cedara to achieve the expected revenues, accretion and
synergy savings also will be affected by the effects of competition (in
particular the response to the proposed transaction in the marketplace), the
effects of general economic and other factors beyond the control of Merge
eFilm/Cedara, and other risks and uncertainties described from time to time in
Merge eFilm/Cedara's public filings with United States Securities and Exchange
Commission and Canadian securities regulatory authorities.
Additional Information
Shareholders are urged to read the joint proxy statement/management information
circular regarding the proposed transaction when it becomes available, because
it will contain important information. Shareholders will be able to obtain a
free copy of the joint proxy statement/management information circular, as well
as other filings containing information about Merge eFilm and Cedara, without
charge, at the Securities and Exchange Commission's internet site
(http://www.sec.gov/). Copies of the joint proxy statement/management
information circular and the filings with the Securities and Exchange
Commission that will be incorporated by reference in the joint proxy
statement/management information circular can also be obtained, without charge,
by directing a request to Merge eFilm's Investor Relations Department at Merge
eFilm's principal executive offices located at 1126 South 70th Street, Suite
S107B, Milwaukee, Wisconsin 53214-3151; telephone number (414) 977-4000. The
respective directors and executive officers of Merge eFilm and Cedara may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Merge eFilm's directors and
executive officers is available in Merge eFilm's proxy statement for its 2004
annual meeting of stockholders, which was filed with the Securities and
Exchange Commission on April 12, 2004, and information regarding Cedara's
directors and executive officers is available in Cedara's notice of annual
meeting and proxy circular for its 2004 annual meeting, which was filed with
the Securities and Exchange Commission on September 24, 2004. Additional
information regarding the interests of potential participants in the proxy
solicitation will be contained in the joint proxy statement/management
information circular to be filed with the Securities and Exchange Commission
when it becomes available.
http://www.newscom.com/cgi-bin/prnh/20030430/MRGELOGO
http://photoarchive.ap.org/
DATASOURCE: Merge Technologies Incorporated
CONTACT: Richard Linden, President & CEO, +1-414-977-4665, or Scott
Veech, Chief Financial Officer, +1-414-977-4264, both of Merge eFilm; or Abe
Schwartz, President & CEO, +1-905-672-2101, ext. 2000, or Brian Pedlar, Chief
Financial Officer, +1-905-672-2101, ext. 2015, both of Cedara Software Corp.
Web site: http://www.merge-efilm.com/
http://www.cedara.com/