Michael W. Ferro, Jr. Steps Down as Chairman of Merge Healthcare
August 26 2013 - 7:00AM
Merge Healthcare Incorporated (Nasdaq:MRGE), a leading provider of
clinical systems and innovations that seek to transform healthcare,
today announced that its Board of Directors has accepted the
resignation of Michael W. Ferro, Jr. as Chairman and a Director of
the Company and appointed Dennis Brown as the Company's new
Chairman, both effective immediately.
"I have decided to step down from my roles as Chairman and a
Director of Merge Healthcare," said Michael W. Ferro, Jr. "Merge is
at the heart of a large, growing and dynamic market for healthcare
imaging, and, as its largest shareholder, I have a lot riding on
its future success. I remain very confident in the Company, its
products and its new leadership team, and my decision does not
reflect any disagreement with Merge's management or Board. Rather,
I have worked with Justin Dearborn and Nancy Koenig for many years
and know that they can and will move the Company forward. In
addition, all Merge stockholders are extremely fortunate to have an
experienced and capable leader like Dennis Brown ready to step in
as our next Chairman. I will be available to Justin, Nancy, Dennis
and the rest of the Board in the future should they want my input.
"
"Although Merge's second quarter results were very
disappointing, I do not believe that the current trading price of
Merge common stock reflects the Company's inherent strengths,
market position or long-term prospects." Mr. Ferro continued,
"While I have no immediate plans in this regard, over time, I
intend to explore a variety of ways to increase shareholder value,
including, possibly, a going-private transaction. Of course,
overall industry and market conditions, the Company's business and
financial performance and the availability of equity and debt
capital and other factors will affect whether a transaction would
be advisable. Accordingly, neither Merge nor I can speculate
or provide any assurance as to whether, when, or on what terms such
a transaction might occur."
Mr. Ferro served as Merge's Chairman and a Director since June,
2008, when Merrick RIS, LLC made a significant investment in the
Company. Merrick RIS and other affiliates of Mr. Ferro own
approximately 26.6 million shares of Merge's common
stock.
"On behalf of all of Merge's Directors, I want to thank Michael
for his leadership, commitment and vision during his five-year
tenure as our Chairman," said Justin C. Dearborn, Merge's
CEO. "The entire Merge team will remain focused on the goals
and plans that he helped establish, and we look forward to his
continued support in the years ahead."
Mr. Brown, one of Merge's longest-serving Directors, has been
associated with the Company since its initial public offering in
1997. He brings a wealth of management experience and
financial expertise to his new role of Chairman. Mr. Brown
spent 20 years in senior management with the Allen-Bradley Company
(now Rockwell Automation) in the US and Europe and 10 years as Vice
President of Finance, Treasurer and Chief Financial Officer of
Sybron International Corporation, a global manufacturer of Life
Science products. Mr. Brown currently serves as Chairperson of
the Board's Compensation Committee and as a member of the Board's
Audit and Nominating and Governance Committees.
"I have been involved with Merge for many years now and am a
great believer in the Company, its technology platform and its
highly-professional management team," said Mr. Brown. "As
Chairman, I will be making myself fully available to work with the
management team to achieve our goals of serving our customers,
growing our market position and enhancing shareholder
value."
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 25 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:
Jennifer Jawor
Director, Corporate Marketing
312.565.6825 | Jennifer.Jawor@merge.com
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