October 14, 2008 – Health Systems Solutions Inc. (HSS) has entered into a definitive agreement to acquire 100 percent of the stock of Emageon Inc., in a deal where HSS will acquire all outstanding shares of Emageon common stock for $2.85 a share, in an all cash transaction of approximately $62 million.
The price represents approximately a 37 percent premium on Emageon’s share price as of market close on Monday, Oct. 13, 2008.
“This transaction allows HSS to reach critical scale and positions us well for future growth. Our acquisition strategy is based upon using Emageon as our platform acquisition that will enable us to realize synergies from future acquisitions,” said Stan Vashovsky, HSS’ chairman and CEO.
A factor in the timing of this combination is the desire to accelerate the delivery of next generation Picture Archiving and Communication Systems (PACS). The deal will allow HSS to augment Emageon’s technological capabilities as the industry moves to the start of the PACS replacement cycle in early 2009 in hopes to facilitate faster speed-to-market of next generation systems.
The purchase is being financed by a facility of $85 million provided by Stanford International Bank Ltd., a member of the Stanford Financial Group and HSS’ principal shareholder. The additional funds will be used for working capital and to fund growth initiatives. The financing will take the form of 6 percent Convertible Secured Debentures due 2013 with warrants to purchase up to 9 million shares of common stock.
The transaction is subject to approval of a majority of Emageon’s stockholders, as well as certain customary closing conditions.