News Release For Immediate Release

 

Investor Contact:
Julie Pekarek
Chief Marketing Officer
414.977.4000
ir@merge.com

 

MERGE TECHNOLOGIES HOLDINGS CO. COMPLETES PURCHASE OF ALL OUTSTANDING EXCHANGEABLE SHARES OF MERGE CEDARA EXCHANGECO LIMITED

Milwaukee, WI, April 16, 2009 – Merge Cedara ExchangeCo Limited (TSX: MRG), a subsidiary of Merge Technologies Holdings Co. and an indirect subsidiary of Merge Healthcare Incorporated (NASDAQ: MRGE), announced today that Merge Technologies Holdings Co. has purchased, on April 15, 2009, all of the outstanding exchangeable shares of Merge Cedara ExchangeCo Limited for purchase consideration of one common share of Merge Healthcare Incorporated for each exchangeable share. This legal transaction will not impact the weighted average number of common shares outstanding used by Merge Healthcare Incorporated in its computation of basic and diluted earnings per share.

From and after April 15, 2009, former holders of exchangeable shares cease to have any rights as holders of exchangeable shares other than the right to receive one common share of Merge Healthcare Incorporated for each exchangeable share previously held. Former holders of exchangeable shares who have submitted a properly completed and duly executed Letter of Transmittal to Computershare Investor Services Inc. together with the certificate(s) for the exchangeable shares and such other documentation as Computershare Investor Services Inc. might require will receive certificate(s) representing common shares of Merge Healthcare Incorporated in accordance with their instructions in the Letter of Transmittal.

As a result of this transaction, Merge Cedara ExchangeCo Limited is now indirectly wholly owned by Merge Healthcare Incorporated. Accordingly, trading of the exchangeable shares will be halted at start of trading on April 16, 2009 and the exchangeable shares are to be delisted from the Toronto Stock Exchange following the close of trading on April 16, 2009. Merge Cedara ExchangeCo Limited will take steps to give notice and obtain appropriate orders to permit it to cease to be a reporting issuer in those Canadian jurisdictions in which it is currently a reporting issuer.

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Merge Healthcare’s solutions solve mission-critical issues for radiology practices, outpatient imaging centers, hospitals, pharmaceutical companies and device manufacturers worldwide. For additional information, visit www.merge.com.

The matters discussed in this news release may include forward-looking statements, which could 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, such forward-looking statements. 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.

 

 

Press Contact:
Julie Pekarek, CMO
Merge Healthcare
6737 W. Washington St.
Suite 2250
Milwaukee, WI 53214
414.977.4254
marketing@merge.com