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Press Releases
Merge eFilm Signs Definitive
Agreement to Acquire RIS Logic -
Acquisition accelerates RIS/PACS strategy and expands
product and service offerings to imaging center and
hospital markets.
Milwaukee, WI, July 9, 2003 - Merge Technologies Incorporated
(NASDAQ: MRGE), d.b.a. Merge eFilm, today announced
the signing of a definitive agreement to acquire RIS
Logic® Incorporated, a privately held Ohio-based
company that develops and supports Radiology Information
Systems (RIS) software. The acquisition price of all
RIS Logic shares is $2.725 million in cash plus 772,000
shares of Merge Technologies common stock and the issuance
of replacement employee stock options. The transaction
is subject to closing conditions.
"The acquisition of RIS Logic is an important
strategic milestone in our evolution as a healthcare
software and services company focused on delivering
comprehensive RIS/PACS solutions to our target market,"
said Rich Linden, Merge eFilm President and CEO. "The
imaging center and hospital markets have clearly expressed
a desire to partner with a financially strong, growing
and innovative software and services company that can
deliver a total solution with RIS and PACS functionality.
Our combined companies can now deliver on those expectations
as we become a single-source provider and long-term
partner for our customers. Additionally, RIS Logic brings
64 imaging center customers representing over 200 imaging
centers to the new organization. Combined with our growing
number of FUSION Server PACS customers, we now have
a sizable presence in our target market along with new
cross-selling opportunities."
"This acquisition makes a clear statement about
our intent to provide a single source solution for RIS/PACS,"
commented Dan Quigg, President and CEO of RIS Logic.
"The RIS Logic CS solution will continue to be
central to the business strategy delivered by our combined
organization. We will continue to develop new features
and client-driven enhancements according to our product
road map, as well as continue to enhance the level of
support to our existing clients. We are committed to
providing the healthcare industry with an integrated
business and clinical workflow solution. Together, with
Merge eFilms PACS solutions, strong financial
position and sixteen years of integration expertise,
our solutions will reduce complexity for our customers,
accelerate productivity, optimize reimbursements, enhance
referring physician relationships, and ultimately improve
the care of the patients they serve."
Commenting further, Linden said, "We anticipate
closing the acquisition of RIS Logic in July and providing
an update to our 2003 financial guidance during the
second quarter earnings conference call scheduled for
July 30th. Additionally, we plan to hold a special investors
conference call on Thursday, July 10, 2003 at 9:00 a.m.
Central Time to discuss the acquisition and answer investor
questions." Information about the call is available
at Merge eFilm's Web Site: http://www.merge.com/companyinformation/pressroom.htm.
***
About Merge eFilm
Merge eFilm provides integrated healthcare image and
information workflow solutions that create a filmless
workflow environment, address the clinical imaging needs
across the healthcare enterprise, and enable cost-effective,
patient-centric care. For more than sixteen years, Merge eFilm has leveraged its healthcare IT, clinical and
engineering experience to create elegant and affordable
solutions that improve the clinicians' productivity
and enhance the quality of the care they provide. For
additional information, visit our website at www.merge.com.
About RIS Logic
RIS Logic®, Inc., founded in 1997 by Dr. Frank E.
Seidelmann, a diagnostic neuroradiologist, provides
intuitive, comprehensive radiology information systems
(RIS) to diagnostic outpatient imaging centers in the
United States. RIS Logics strength lies in its
ability to automate, integrate and replicate optimal
workflow of a radiology practice. RIS Logic CS allows
clients to realize substantial improvements in productivity
and cash flow by integrating information and automating
workflow related to scheduling, report turnaround, billing,
claims processing, and other mission-critical operational
functions in a practice. Additionally, the practice
can uncover ways to reduce bottlenecks, maximize profits
and increase revenue through practice analysis tools.
RIS Logic has a client base with over 200 sites. For
more information or a product tour visit www.rislogic.com.
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Attn: Beth Frost-Johnson
Merge Healthcare
6737 West Washington St.
Suite 2250
Milwaukee, WI 53214
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| Except for the historical information herein, the matters discussed in this news release include forward-looking statements that may 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, the forward-looking statements based on a number of factors, including, but not limited to, the uncertainty created by, the adverse impact on relationships with customers, potential customers, suppliers and investors potentially resulting from, and other risks associated with, the changes in the Company’s senior management; costs, risks and effects of the investigation by the Audit Committee of the Board of Directors; the impact of the restatement of financial statements of the Company and other actions that may be taken or required as a result of such restatement; the Company's inability to timely file reports with the Securities and Exchange Commission; risks associated with the Company's inability to meet the requirements of The NASDAQ Stock Market for continued listing, including possible delisting; costs, risks and effects of legal proceedings and investigations, including the informal, non-public inquiry being conducted by the Securities and Exchange Commission and class action, derivative, and other lawsuits; risks in product and technology development, market acceptance of new products and continuing product demand, the impact of competitive products and pricing, ability to integrate acquisitions, changing economic conditions, credit and payment risks associated with end-user sales, dependence on major customers, dependence on key personnel, and other risk factors detailed in the Company’s filings with the Securities and Exchange Commission. 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 contained herein to reflect future events, developments, or changed circumstances, or for any other reason.
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