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/
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