--Acquisition Combines Key Imaging and eClinical Technologies for
the Global Clinical Trials Market--
Merge Healthcare (NASDAQ:MRGE) (“Merge”), a leading health IT solutions
provider, and etrials Worldwide, Inc. (NASDAQ:ETWC) (“etrials”), a
leading provider of clinical trials software and services, today
announced that they have reached a definitive agreement for the
acquisition of etrials by Merge. The combined organization will provide
clinical trial sponsors and contract research organizations (“CROs”)
comprehensive and configurable solutions that include both critical
imaging technologies and proven eClinical capabilities.
“Our Merge OEM team has been a supplier of imaging solutions to
pharmaceutical companies, CROs, the National Institute of Health and to
veterinary hospitals for years,” states Justin Dearborn, CEO of Merge
Healthcare. “We believe that there could be significant synergy from
incorporating our imaging and data hosting solutions with etrials’ broad
portfolio of integrated eClinical solutions. etrials’ experience in
conducting global clinical trials also complements Merge’s international
expansion initiatives.”
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.
“etrials welcomes this opportunity to become part of Merge Healthcare,”
adds M. Denis Connaghan, CEO of etrials. “It continues with our strategy
to take the industry in a new direction that is increasingly in demand
by bringing our customers access to additional capabilities that we
believe increases the value of the important clinical trial development
they perform. It also gives the etrials organization a broader base of
financial, product and development resources, and international
relationships to continue the improvements that have been made and
enable an expansion of the business.”
“This acquisition enables both companies to leverage the other’s
customer relationships, from pharmaceutical companies, CRO’s, medical
device manufacturers and veterinary hospitals; creating cross-sell and
up-sell opportunities,” continues Dearborn. “etrials’ offerings have no
overlap with Merge’s products. We believe that this acquisition will
deliver significant added value to each company’s customers, partners
and shareholders.”
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 Merge offer was
formally recognized as a Superior Proposal by etrials’ Board of
Directors pursuant to the terms of etrials’ previously announced
definitive agreement with Bio-Imaging Technologies, Inc. dated as of May
4, 2009, and as amended on May 15 and May 19, 2009. 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% of etrials’ outstanding shares have
already agreed to tender their shares.