June 1, 2009 - Merge Healthcare will acquire etrials Worldwide, a provider of clinical trials software and services, to create a combined organization that will provide clinical trial sponsors and contract research organizations (“CROs”) solutions that include both critical imaging technologies and proven eClinical capabilities.
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.
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 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 percent 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.