Merge Healthcare (NASDAQ:MRGE) (�Merge�), a leading health IT
solutions provider, and etrials Worldwide, Inc. (NASDAQ:ETWC)
(�etrials�), a leading provider of clinical trials software and
services, today announced that they have reached a definitive
agreement for the acquisition of etrials by Merge. The combined
organization will provide clinical trial sponsors and contract
research organizations (�CROs�) comprehensive and configurable
solutions that include both critical imaging technologies and
proven eClinical capabilities.
�Our Merge OEM team has been a supplier of imaging solutions to
pharmaceutical companies, CROs, the National Institute of Health
and to veterinary hospitals for years,� states Justin Dearborn, CEO
of Merge Healthcare. �We believe that there could be significant
synergy from incorporating our imaging and data hosting solutions
with etrials� broad portfolio of integrated eClinical solutions.
etrials� experience in conducting global clinical trials also
complements Merge�s international expansion initiatives.�
Clinical trials are vital to the approval of new pharmaceutical
treatments and medical devices, and etrials has developed
applications designed to accelerate the process, improve data
quality and reduce overall trial costs. Over the past 20 years,
etrials has participated in over 900 clinical trials involving more
than 400,000 patients in over 70 countries through its electronic
data capture (EDC), interactive voice and Web response (IVR/IWR),
and electronic patient reported outcomes (ePRO) technology for
clinical trial development and data management. At the same time,
Merge has spent the past 20 years building software solutions that
improve the speed, cost and quality of medical imaging workflow. As
clinical trials are becoming more dependent on imaging information,
this acquisition allows Merge to capitalize on emerging trends and
accelerate both companies� strategy to consistently deliver
increased value to customers in the clinical trial market.
�etrials welcomes this opportunity to become part of Merge
Healthcare,� adds M. Denis Connaghan, CEO of etrials. �It continues
with our strategy to take the industry in a new direction that is
increasingly in demand by bringing our customers access to
additional capabilities that we believe increases the value of the
important clinical trial development they perform. It also gives
the etrials organization a broader base of financial, product and
development resources, and international relationships to continue
the improvements that have been made and enable an expansion of the
business.�
�This acquisition enables both companies to leverage the other�s
customer relationships, from pharmaceutical companies, CRO�s,
medical device manufacturers and veterinary hospitals; creating
cross-sell and up-sell opportunities,� continues Dearborn.
�etrials� offerings have no overlap with Merge�s products. We
believe that this acquisition will deliver significant added value
to each company�s customers, partners and shareholders.�
The Merge tender offer, which consists of a mix of $0.80 in cash
and 0.3448 shares of Merge common stock for each share of etrials
common stock, represents an aggregate value of $1.70 per share,
calculated using the $2.610, 20-day volume-weighted average price
of Merge common stock as of the close of market on May 26, 2009,
which was the last trading day before Merge made this offer to
etrials. The Merge offer was formally recognized as a Superior
Proposal by etrials� Board of Directors pursuant to the terms of
etrials� previously announced definitive agreement with Bio-Imaging
Technologies, Inc. dated as of May 4, 2009, and as amended on May
15 and May 19, 2009. The proposed acquisition by Merge is expected
to be consummated through a tender offer for all of the outstanding
shares of etrials stock. Stockholders representing approximately
33% of etrials� outstanding shares have already agreed to tender
their shares. Pending customary closing conditions and the
successful completion of the tender offer, it is expected that the
transaction will close in the third quarter of 2009.
The merger agreement provides for Merge to acquire etrials in a
two-step transaction. The first step will consist of a tender offer
for all outstanding shares of etrials common stock as described
above. In the second step, the tender offer will be followed by a
merger in which any untendered outstanding shares of etrials common
stock will be converted into the right to receive the same
consideration per share offered in the tender offer.
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.
About etrials Worldwide
Headquartered near North Carolina's Research Triangle Park,
etrials Worldwide, Inc. (NASDAQ:ETWC), 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. etrials is
one of the few top-tier solution providers that offers electronic
data capture (EDC), interactive voice and Web response (IVR/IWR)
and electronic patient diaries (eDiary), as part of a flexible and
integrated software-as-a-service (SaaS) platform or as individual
solutions to capture high quality data from multiple pivot points
to enable real-time access for informed decision-making. 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
Important Information about the Tender Offer
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of etrials. The tender
offer described herein has not yet been commenced AND THE
REGISTRATION STATEMENT HAS NOT BECOME EFFECTIVE.�PRIOR TO the time
the tender offer is commenced, Merge intends to file a registration
statement on Form S-4 and a tender offer statement on Schedule TO
containing an offer to purchase, a letter of transmittal and other
related documents with the Securities and Exchange Commission. At
the time the tender offer is commenced, etrials intends to file
with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9 and, if
required, will file a proxy statement or information statement with
the Securities and Exchange Commission in connection with the
merger, the second step of the transaction, at a later date. Such
documents will be mailed to stockholders of record and will also be
made available for distribution to beneficial owners of common
stock of etrials. The solicitation of offers to buy common stock of
etrials will only be made pursuant to the offer to
purchase/PROSPECTUS, the letter of transmittal and related
documents. Stockholders are advised to read the offer to
purchase/PROSPECTUS and the letter of transmittal, the
solicitation/recommendation statement, the�REGISTRATION STATEMENT,
THE proxy statement, the information statement and all related
documents, if and when such documents are filed and become
available, as they will contain important information about the
tender offer and proposed merger. Stockholders can obtain these
documents when they are filed and become available free of charge
from the Securities and Exchange Commission�s website at
http://www.sec.gov, or from the information agent Merge selects. In
addition, copies of the solicitation/recommendation statement, the
proxy statement and other filings containing information about
etrials, the tender offer and the merger may be obtained, if and
when available, without charge, by directing a request to etrials,
or on etrials� corporate website at http://www.etrials.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AS
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
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 third 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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