Merge Healthcare (NASDAQ: MRGE) (“Merge”), a health IT solutions
provider, and etrials Worldwide, Inc. (NASDAQ: ETWC) (“etrials”), a
provider of clinical trials software and services, announced today that
Merge has commenced an exchange offer for all of the outstanding shares
of etrials’ common stock pursuant to their previously announced
definitive merger agreement dated May 30, 2009, under which Merge will
acquire etrials. Subject to the terms and conditions of the exchange
offer, etrials’ stockholders who validly tender their shares will
receive for each share of etrials common stock they tender in the
exchange offer (i) $0.80 in cash, without interest, and (ii) 0.3448
shares of Merge common stock.
The exchange offer is scheduled to expire at 12:00 midnight, New York
City time, at the end of Tuesday, July 14, 2009, unless extended. The
terms and conditions of the exchange offer are described in the exchange
offer documents, which have been mailed to etrials’ stockholders and
filed with the Securities and Exchange Commission (“SEC”). The exchange
offer is subject to customary closing conditions, including the tender
in the exchange offer by etrials’ stockholders of shares representing at
least a majority of the outstanding shares of etrials’ common stock on a
fully diluted basis.
About the Transaction
In connection with the exchange offer described herein, on June 16,
2009, Merge filed with the SEC a registration statement on Form S-4 and
a tender offer statement on Schedule TO setting forth in detail the
terms of the exchange offer. On June 16, 2009, etrials filed with the
SEC a solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of etrials’
board of directors that etrials stockholders tender their shares
pursuant to the exchange offer. These documents contain important
information about the transaction, and investors and security holders
are urged to read them carefully before making any decision with respect
to the exchange offer. Investors and security holders can obtain free
copies of the registration statement on Form S-4, Schedule TO, Schedule
14D-9 and other filings containing information about Merge and etrials,
without charge, at the SEC’s website (http://www.sec.gov).