Emageon and Oliver Press Partners Settle Proxy Contest
Monday, June 23, 2008 8:03 AM
Symbols: EMAG

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.


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