News | June 14, 2011

Merge Healthcare to Acquire Ophthalmic Imaging Systems

 

June 14, 2011 — Merge Healthcare announced today that it has signed a definitive agreement to acquire Ophthalmic Imaging Systems (OIS), which provides digital imaging and informatics solutions for ophthalmology and other medical specialties.

Once the merger is finalized, Merge will add ophthalmic imaging and informatics to its current portfolio of enterprise imaging solutions for radiology, cardiology and orthopaedics; a suite of products for clinical trials; software for financial and presurgical management, and applications that fuel the largest modality vendors in the world.

Under the terms of the definitive merger agreement, OIS shareholders will receive 0.1693 share of Merge Healthcare common stock for each share of OIS common stock. The exchange ratio, calculated using the five-day volume-weighted average price of Merge Healthcare common stock as of the close of trading on June 3, 2011, will equal $1 per OIS share. Based on currently outstanding shares of OIS common stock, the aggregate value of the Merge Healthcare common stock to be issued will be approximately $30.3 million. It is anticipated that the transaction will qualify as a tax-free reorganization for federal income tax purposes with respect to Merge Healthcare common stock received by OIS shareholders.

Shareholders representing approximately 72 percent of OIS outstanding shares have agreed, pursuant to a shareholder support agreement, to support the transaction and to vote in favor of the proposed union. Pending customary closing conditions and the successful completion of a California Fairness Hearing, the transaction is expected to complete in the third quarter of 2011.

For more information: www.merge.com

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