Merge Healthcare Announces Tender Offer and Consent Solicitation for 11.75% Senior Secured Notes Due 2015
April 02 2013 - 8:13PM
Merge Healthcare Incorporated (Nasdaq:MRGE), a leading provider of
clinical systems and innovations that seek to transform healthcare,
today announced that it has commenced a cash tender offer (the
"Tender Offer") for any and all of its $252,000,000 outstanding
aggregate principal amount of 11.75% Senior Secured Notes due 2015
(CUSIP Nos. 589499AB8 and 589499AA0) (the "Notes"). The purpose of
the Tender Offer is to improve Merge's financial position by
refinancing its indebtedness outstanding under the Notes at a lower
interest rate.
In connection with the Tender Offer, Merge is soliciting
consents (the "Consent Solicitation") to effect certain proposed
amendments to the Notes and the indenture governing the Notes (the
"Indenture") that would eliminate substantially all of the
restrictive covenants and certain events of default contained
therein, would release all of the collateral securing the Notes,
would shorten the minimum redemption notice period required for
Merge to redeem Notes from thirty days to three business days prior
to the redemption date, and would modify certain other related
provisions contained in the Indenture. The Tender Offer and Consent
Solicitation are being made pursuant to an Offer to Purchase and
Consent Solicitation Statement dated April 2, 2013 (the "Offer to
Purchase"), which more fully sets forth the terms and conditions of
the Tender Offer and Consent Solicitation.
The Offer to Purchase will expire at 12:00 midnight, New York
City time, on April 29, 2013, unless extended or earlier terminated
(such date and time, as the same may be extended or earlier
terminated, the "Expiration Time"). Notes tendered may only be
withdrawn, and related consents revoked, prior to 5:00 p.m., New
York City Time, on April 15, 2013, unless extended, except in
certain limited circumstances where additional withdrawal rights
are required by law.
As described in the Offer to Purchase, the "Total Consideration"
for each $1,000 principal amount of Notes validly tendered and
related consents delivered at or prior to 5:00 p.m., New York City
Time, on April 15, 2013 (such date and time, as the same may be
extended, the "Consent Expiration Time") and accepted for purchase
will be $1,066.96 per $1,000 principal amount of such Notes, which
includes a consent payment of $30.00 per $1,000 principal amount of
such Notes (the "Consent Payment").
Holders who validly tender, and do not withdraw, their Notes and
validly deliver their consents at or prior to the Consent
Expiration Time, and whose Notes are accepted for purchase, will be
eligible to receive the Total Consideration. Holders who validly
tender, and do not withdraw, their Notes after the Consent
Expiration Time but at or before the Expiration Time, and whose
Notes are accepted for purchase, will be eligible to receive the
"Tender Offer Consideration," which is the Total Consideration less
the Consent Payment. In each case, holders whose Notes are accepted
for purchase will receive accrued and unpaid interest from the last
interest payment date to, but not including, the Early Settlement
Date (as defined in the Offer to Purchase) or the Final Settlement
Date (as defined in the Offer to Purchase), as applicable. Holders
who tender their Notes will be obligated to consent to the proposed
amendments, and holders may not validly revoke a consent without
validly withdrawing the previously tendered Notes to which such
consent relates.
The Tender Offer and Consent Solicitation are conditioned upon,
among other things, (a) the receipt of tendered Notes from the
holders of at least two-thirds of the aggregate principal amount of
the outstanding Notes (excluding any Notes owned by Merge or any of
its affiliates), (b) receipt of funds from certain refinancing
transactions, on terms and conditions acceptable to Merge, in an
amount sufficient to enable Merge to purchase the tendered Notes,
make the Consent Payments and pay related costs and expenses, and
(c) certain other general conditions, each of which is described in
more detail in the Offer to Purchase.
Jefferies LLC ("Jefferies") is acting as the dealer manager for
the Tender Offer and solicitation agent for the Consent
Solicitation and i-Deal LLC ("i-Deal") is acting as the information
agent and tender agent for the Tender Offer and Consent
Solicitation. Requests for documents may be directed to i-Deal at
(888) 593-9546 (toll-free) or (212) 849-3880. Questions
regarding the Tender Offer and Consent Solicitation may be directed
to Jefferies at (888) 708-5831 (toll-free) or (203) 708-5831
(collect).
This announcement is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consents with respect to the
Notes or any new securities. The Tender Offer and Consent
Solicitation are made solely by means of the Offer to Purchase. The
Tender Offer and Consent Solicitation are not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. None of Merge, the dealer manager and solicitation
agent, the information agent, the tender agent, the trustee and
collateral agent under the Indenture or any of their respective
affiliates is making any recommendation as to whether or not
holders should tender all or any portion of their Notes in the
Tender Offer or deliver their consent to the proposed
amendments.
About Merge
Merge is a leading provider of clinical systems and innovations
that seek to transform healthcare. Merge's enterprise and
cloud-based solutions for image intensive specialties provide
access to any image, anywhere, any time. Merge also provides health
stations, clinical trials software and other health data and
analytics solutions that engage consumers in their personal health.
With solutions that are used by providers and consumers and include
more than 20 years of innovation, Merge is helping to reduce costs
and improve the quality of healthcare worldwide. For more
information, visit merge.com.
Cautionary Notice Regarding Forward-Looking
Statements
The matters discussed in this news release may include
forward-looking statements, which could involve a number of risks
and uncertainties. When used in this press release, the words
"will," "believes," "intends," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements.
Actual results could differ materially from those expressed in, or
implied by, such forward-looking statements. Except as expressly
required by the federal securities laws, the Company undertakes no
obligation to update such factors or to publicly announce the
results of any of the forward-looking statements.
CONTACT: Media Contact:
Lesley Weisenbacher
Vice President, Marketing
312.540.6623 | lesley.weisenbacher@merge.com
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