We are very pleased to share some exciting news with you. Earlier today we announced that we have entered into a definitive agreement under which IBM will acquire Merge Healthcare. Through this transaction, Merge will become part of the IBM Watson Health unit. The plan is for the Merge management team to remain in place following closing. A copy of the press release issued this morning is attached, but I wanted to take this opportunity to tell you about the news directly and what it means for you.
Combining our strengths as a leader in healthcare imaging with IBM’s powerful Watson Health Cloud cognitive and analytic capabilities will enable us to expand the reach and effectiveness of our solutions. The vision is that healthcare organizations could use the Watson Health Cloud to surface new insights from a consolidated, patient-centric view of current and historical images, electronic health records, data from wearable devices and other related medical data, in a HIPAA-enabled environment.
Additionally, we expect to benefit from the ample resources IBM can offer to support the continued growth and development of our business. In short, as a result of this transaction, Merge products will only become better and you will benefit from continued innovation to support your medical imaging needs.
I want to assure you that you can continue to expect the same level of service that you have come to rely on from Merge. Importantly, IBM will continue to support the Merge platform, and will continue to honor all existing contracts and agreements.
While we are very excited about today’s news, this announcement is just the first step in the process. The transaction is subject to regulatory review and shareholder approval. Until the transaction closes, which we expect will be later this year, we will remain an independent company, and it is business as usual. We remain focused, as we always have, on execution and results, and will continue to deliver the innovation and support that you have come to expect from us.
We’ll stay in touch as future developments take place, and we look forward to continuing to serve you.
Please do not hesitate to contact your Merge account manager with any questions.
President and Chief Executive Officer
Additional Information and Where to Find It
This communication relates to the proposed acquisition of Merge Healthcare by IBM. Merge Healthcare intends to file materials with the SEC about the acquisition, including a proxy statement in preliminary and definitive form. SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov. Documents will also be available for free from Merge Healthcare by contacting Merge Healthcare Investor Relations at (312) 946-2535 or Michael.Klozotsky@merge.com. Such documents are not yet available.
Participants in the Solicitation
IBM and its directors and executive officers, and Merge Healthcare and its directors and executive officers, may be deemed to be participants in proxy solicitation from holders of Merge Healthcare common and preferred stock with respect to the proposed transaction. Information about the directors and executive officers of IBM is set forth in the proxy statement for IBM’s 2015 Annual Meeting of Stockholders, which was filed with the SEC on March 9, 2015. Information about the directors and executive officers of Merge Healthcare is set forth in the proxy statement for Merge Healthcare’s 2015 Annual Meeting of Stockholders, which was filed with the SEC on May 8, 2015. Investors may obtain additional information absent the interest of such participants in the definitive proxy statement regarding the acquisition when it becomes available.