Merge Clarifies Purpose of Recent Trading Activity
May 15 2014 - 7:00AM
Merge Healthcare Incorporated (Nasdaq:MRGE), a leading provider of
innovative enterprise imaging, interoperability and clinical
systems that seek to advance healthcare, today clarified the reason
for recent trading activity on behalf of certain officers of the
company. The Merge management team believes it is appropriate to
explain these transactions in greater detail to alleviate potential
confusion some investors have expressed.
As stated in the prepared comments on the February 20, 2014
investor earnings conference call, certain officers of Merge
held in-the-money, non-qualified stock options representing the
right to acquire 1.2 million shares of the company's common stock
that will expire in the second and third quarter of 2014 if not
exercised. As these options have begun to be exercised, these
officers have reported the transactions to the Securities and
Exchange Commission by filing the required Form 4s, which are
publicly available. These Form 4s set forth both shares exercised
(under code M) and shares sold (under code S). As is often the case
when options are exercised, a portion of the shares acquired upon
exercise are expected to be sold to cover the exercise price due to
the company and withholding for taxes, with the remainder of shares
received continuing to be held by the respective employee. Given
the relatively large number of options as compared to the company's
average daily trading volume, the sales of shares of the company's
common stock in connection with the exercise of these options has
and is expected to occur over a number of days, which has and will
result in several Form 4s being filed, the earlier of which may
reflect the sale of all of the shares received upon exercise of the
stock options due to the fact that the exercise price and
withholding taxes must be satisfied with the first options
exercised.
"This is a fairly common occurrence among public companies, and
we are happy to address any additional questions the public or
investors may have," said Justin Dearborn, CEO at Merge Healthcare.
"Speaking for the officers with expiring stock options, we would
have preferred to have this activity occur with the stock trading
at a higher price, but the expiration of these options, granted six
years ago, dictates the timing of the option exercise. Furthermore,
our preference would have been to have each of our transactions
reported in a single Form 4, but trading volume precluded that from
happening as well. The other officers and I believe that our record
of acquiring shares through either open market purchases or via
sell-to-cover exercise transactions speaks for itself. We are
confident that the business is strong and are optimistic about its
future."
About Merge
Merge is a leading provider of innovative enterprise imaging,
interoperability and clinical systems that seek to advance
healthcare. Merge's enterprise and cloud-based technologies for
image intensive specialties provide access to any image, anywhere,
any time. Merge also provides clinical trials software with
end-to-end study support in a single platform and other intelligent
health data and analytics solutions. With solutions that have been
used by providers for more than 25 years, Merge is helping to
reduce costs, improve efficiencies and enhance the quality of
healthcare worldwide. For more information, visit merge.com and
follow us @MergeHealthcare.
Cautionary Notice Regarding Forward-Looking
Statements
The matters discussed in this press 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. The potential risks
and uncertainties include those risks and uncertainties included
under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31, 2013,
which is on file with the SEC and are available on our investor
relations website at merge.com and on the SEC website at
www.sec.gov. Except as expressly required by the federal securities
laws, Merge 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
Vice President, Corporate Marketing
312.565.6825
jennifer.jawor@merge.com
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