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NEWS RELEASE:
FOR IMMEDIATE RELEASE:
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Steven R. Norton, Chief Financial Officer
Merge Healthcare
414.977.4000
ir@merge.com
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Merge Healthcare Resumes Exchange Offering
For Canadian Shares issued in Cedara Merger
Milwaukee, WI, February 14, 2007 — Merge Technologies Incorporated, d.b.a. Merge Healthcare (NASDAQ: MRGE), announced today that it has filed with the Securities and Exchange Commission a final prospectus relating to its offering of Common Stock issuable in connection with its June 2005 merger with Cedara Software Corp. The Merge Common Shares can be issued in exchange for the exchangeable shares which were issued in 2005 by Merge Cedara ExchangeCo Limited (TSX: MRG), an indirect, wholly‑owned subsidiary of Merge, to former Cedara stockholders in connection with the merger. The final prospectus is available at:
http://www.sec.gov/Archives/edgar/data/944765/000110465907010211/a07-4445_1424b3.htm.
Holders of the ExchangeCo exchangeable shares may effect the exchange in accordance with the procedures described in the final prospectus. Merge urges the holders of the exchangeable shares to carefully review the final prospectus.
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A Post-Effective Amendment to the Company’s Registration Statement relating to these securities has been filed with the Securities and Exchange Commission and has become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering was made solely by means of a prospectus.
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Merge Healthcare is a market leader in the development and delivery of medical imaging and information management software and services. Our innovative software solutions use leading-edge imaging software technologies that accelerate market delivery for our OEM customers, while our end-user solutions improve our customers' productivity and enhance the quality of patient care they provide. For additional information, visit our website at www.merge.com.
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Attn: Beth Frost-Johnson
Merge Healthcare
6737 West Washington St.
Suite 2250
Milwaukee, WI 53214
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| Except for the historical information herein, the matters discussed in this news release include forward-looking statements that may 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, the forward-looking statements based on a number of factors, including, but not limited to, the uncertainty created by, the adverse impact on relationships with customers, potential customers, suppliers and investors potentially resulting from, and other risks associated with, the changes in the Company’s senior management; costs, risks and effects of the investigation by the Audit Committee of the Board of Directors; the impact of the restatement of financial statements of the Company and other actions that may be taken or required as a result of such restatement; the Company's inability to timely file reports with the Securities and Exchange Commission; risks associated with the Company's inability to meet the requirements of The NASDAQ Stock Market for continued listing, including possible delisting; costs, risks and effects of legal proceedings and investigations, including the informal, non-public inquiry being conducted by the Securities and Exchange Commission and class action, derivative, and other lawsuits; risks in product and technology development, market acceptance of new products and continuing product demand, the impact of competitive products and pricing, ability to integrate acquisitions, changing economic conditions, credit and payment risks associated with end-user sales, dependence on major customers, dependence on key personnel, and other risk factors detailed in the Company’s filings with the Securities and Exchange Commission. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances, or for any other reason.
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