Augustus K. Oliver, Benner Ulrich and Another Director Selected by Oliver Press to Join Board of Directors; Strategic Alternatives Committee to Pursue all Options Including a Sale of the Company
BIRMINGHAM, Ala., June 23 /PRNewswire-FirstCall/ -- Emageon Inc.
(Nasdaq: EMAG) and Oliver Press Partners, LLC announced today that they have
reached an agreement under which three new directors will join the Emageon
Board of Directors. Augustus Oliver, a principal of Oliver Press Partners and
Benner Ulrich, Director of Research at Oliver Press Partners, will be elected
to the Board today for a term expiring at the 2010 Annual Meeting, and a third
new independent director selected by Oliver Press will also be added for a
term expiring at the 2011 Annual Meeting. Additionally, Benner Ulrich and the
to-be-named new director, upon his election, will be appointed to the
company's Strategic Alternatives Committee, which has a broad mandate to
pursue all strategic alternatives for Emageon, including a sale of the
company.
The size of the Board will temporarily be increased from 8 to 10
directors. As a condition of the agreement, Oliver Press will end its efforts
to elect a slate of three nominees to the Board and will vote its shares in
support of the company's slate of nominees.
Emageon has agreed to adjourn the company's Annual Meeting of shareholders
until July 8, 2008 in order to give shareholders an opportunity to consider
the settlement prior to voting. Promptly after the conclusion of the Annual
Meeting, Charles A. Jett and Douglas D. French will resign from the Board and
Mr. Jett will continue to serve as Chief Executive Officer at the discretion
of the Board thereafter. In addition, upon the resignation of Mr. French, one
of the existing directors with a term expiring at the 2010 Annual Meeting will
fill his vacancy with a term expiring at the 2009 Annual Meeting. Following
the 2008 Annual Meeting, the size of the Board will be fixed at nine
directors.
Hugh Williamson, Lead Independent Director of Emageon, said 'This
resolution will enable the Board to continue its efforts to identify and
pursue the best interests of Emageon, its shareholders, employees and
customers.'
Gus Oliver also endorsed the agreement. 'We have a high level of
confidence in Emageon and its products which are installed in over 600
facilities and are used by thousands of physicians every day to enhance their
delivery of health care to their patients.