Merge Healthcare Accepts Shares Validly Tendered in Exchange Offer for Shares of etrials Worldwide
July 15 2009 - 8:41AM
Business Wire
Merge Healthcare Incorporated (NASDAQ:MRGE) (�Merge
Healthcare�), a leading health IT solutions provider, and etrials
Worldwide, Inc. (NASDAQ:ETWC) (�etrials�), a leading provider of
clinical trials software and services, today announced the
expiration of the exchange offer for the shares of etrials� common
stock by Merge Acquisition Corp., a wholly-owned subsidiary of
Merge Healthcare. The exchange offer expired at midnight, EST, at
the end of July 14, 2009.
At the time of expiration, Merge Healthcare was notified by its
transfer agent and depositary that shareholders of etrials had
validly tendered and not withdrawn a total of 9.6 million shares of
etrials common stock, which represents approximately 86% of the
outstanding shares of etrials common stock. Merge Acquisition Corp
has accepted, for payment and exchange, all shares that were
validly tendered in accordance with the terms of the offer.
Settlement of the exchange offer is expected to occur promptly.
Pursuant to the terms of the previously announced merger
agreement, Merge Acquisition Corp. intends to exercise its �top up�
option to increase its ownership to over 90% of the outstanding
shares of etrials common stock. Following the exercise of its
option, Merge Acquisition Corp. intends to acquire all of the
remaining outstanding etrials stock as soon as practicable by means
of a short-form merger and without the need for an etrials
shareholder meeting. Upon completion of the merger, the remaining
outstanding shares of etrials common stock will be converted into
the right to receive $0.80 in cash, without interest, and 0.3448
shares of Merge common stock (other than shares held in etrials
treasury or owned by etrials, Merge Healthcare or their respective
subsidiaries and other than those shares of etrials common stock
for which appraisal rights are properly exercised). Upon completion
of the merger, etrials will be a wholly-owned subsidiary of Merge
Healthcare and will no longer be traded on the NASDAQ Global
Market.
More information on the pending acquisition can be found at
www.merge.com/investor or www.investor.etrials.com.
Merge Healthcare Incorporated builds software solutions that
automate healthcare data and diagnostic workflow to build a better
electronic record of the patient experience. Merge products,
ranging from standards-based development toolkits to fully
integrated clinical applications, have been used by healthcare
providers worldwide for over 20 years. Additional information can
be found at www.merge.com.
Headquartered near North Carolina's Research Triangle Park,
etrials Worldwide, Inc. (NASDAQ: ETWC - News), is a leading
provider of eClinical software and services to pharmaceutical,
biotechnology, and medical device companies, as well as contract
research organizations, offering adaptive, Web-based tools that
work together to coordinate data capture, logistics, patient
interaction and trial management - turning data into intelligence
and shortening the pathway to an actionable study endpoint. As an
experienced leader, etrials has facilitated over 900 trials
involving more than 400,000 patients in 70 countries and has
participated in 42 studies that resulted in 14 approved new drug
applications and/or regulatory approvals. etwcf
This news release contains "forward-looking statements,"
including statements which are related to future, not past, events.
Forward-looking statements usually describe expected future
business and financial outlook or performance, and often contain
words such as �will,� �believes,� �intends,� �anticipates,�
�expects,� "plans," "seeks," �see� and similar expressions.
Forward-looking statements, by their nature, address matters that
are, to varying degrees, uncertain and subject to various known and
unknown risks. Such forward-looking statements include Merge�s and
etrials� decision to enter into an agreement for Merge to acquire
etrials, the ability of the parties to complete the transaction
contemplated by the merger agreement, including the parties�
ability to satisfy the conditions set forth in the merger
agreement, and the possibility of any termination of the merger
agreement. For Merge, particular uncertainties and risks that could
cause actual results to differ materially from post-merger
forward-looking statements include: the consummation and the
successful integration of etrials into Merge; possible accounting
adjustments and revisions to its current preliminary expectations
as to the results the Company will report for second quarter
financial results; market acceptance and performance of its
products and services; the impact of competitive products and
pricing; possible delays in the implementation of its managed
services offering; the risks and effects of its recent changes in
its executive and Board leadership, including the costs and
expenses related to severance payments made to departing officers;
the risks and effects of its recent securities issues, including
the issuance of certain senior secured notes; the past restatement
of its financial statements and other actions that may be taken or
required as a result of such restatement; its ability to generate
sufficient cash from operations to meet future operating, financing
and capital requirements, including repayment obligations with
respect to its outstanding indebtedness; risks associated with its
prior delays in filings with the SEC or its ability to continue to
meet the listing requirements of The NASDAQ Stock Market; the
costs, risks and effects of various pending legal proceedings and
investigations, including the formal investigation being conducted
by the Securities and Exchange Commission and the pending
settlements of certain class action and derivative lawsuits; and
other risk factors detailed in its filings with the Securities and
Exchange Commission. More information about potential factors which
could cause etrials� actual results to differ from the
forward-looking statements included in this announcement is
included in its filings with the Securities and Exchange
Commission, including the �Risk Factors� Section of its Form 10-K
filed on March 10, 2009. These uncertainties and risks may cause
its actual future results to be materially different than those
expressed in the forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date the statement was made. Neither
Merge nor etrials undertakes any obligation to update such
forward-looking statements or any of such risks, uncertainties and
other factors.
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