Merge Healthcare (NASDAQ: MRGE), a leading provider of enterprise imaging and interoperability solutions, announced today that it has commenced an offer to exchange $52 million principal amount of its 11.75% Senior Secured Notes due 2015, which are registered under the Securities Act of 1933 (the “New Notes”), for $52 million of its currently outstanding 11.75% Senior Secured Notes due 2015 that were issued in June 2011 and which have not been registered under the Securities Act of 1933 (the “Old Notes”).
The terms of the New Notes to be issued are identical in all material respects to the Old Notes, except that the New Notes will have been registered under the Securities Act of 1933, will not have any of the transfer restrictions or registration rights applicable to the Old Notes and will bear a different CUSIP number from the Old Notes. Merge will not receive any proceeds from the exchange offer, nor will Merge’s debt level change as a result of the exchange offer.
The exchange offer is being conducted by Merge to satisfy its obligations under the registration rights agreement that Merge entered into in connection with the issuance of the Old Notes. The exchange offer is subject to the conditions set forth in the prospectus dated November 4, 2011, and the related letter of transmittal, and will be open for acceptance until 5:00 p.m., Eastern Time, on Monday, December 5, 2011, unless extended. Persons with questions regarding the exchange offer should contact the exchange agent, The Bank of New York Mellon, at 212.815.2742.
This press release shall not constitute an offer to exchange, nor a solicitation of an offer to exchange, the Old Notes. A copy of the prospectus for the exchange offer and related letter of transmittal, included in the registration statement, may be obtained by writing to The Bank of New York Mellon, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street — 7 East, New York, New York 10286, Attn: Ms. Diane Amoroso.
About Merge Healthcare
Merge Healthcare Incorporated is the leading provider of enterprise imaging and interoperability solutions. Merge Healthcare solutions facilitate the sharing of images to create a more effective and efficient electronic healthcare experience for patients and physicians. Merge Healthcare provides enterprise imaging solutions for radiology, cardiology and orthopaedics and eye care; a suite of products for clinical trials; software for financial and pre-surgical management, and applications that fuel the largest modality vendors in the world. Merge Healthcare’s products have been used by healthcare providers, vendors and researchers worldwide to improve patient care for more than 20 years. Additional information can be found at www.merge.com.
Cautionary Notice Regarding Forward-Looking Statements
The matters discussed in this press 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. These statements are based on information currently available to Merge Healthcare and are subject to a number of risks and uncertainties. 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, Merge undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements. Such forward-looking statements involve risks and uncertainties, many of which are beyond the control of Merge Healthcare, which could cause Merge Healthcare’s actual results to differ materially from those indicated in any such forward-looking statements. Such factors include, but are not limited to, unanticipated expenses in connection with litigation, settlement of legal disputes, regulatory investigations or enforcement actions, Merge’s indebtedness and ability to pay its indebtedness, tax law changes, and general economic and business conditions that affect Merge. These risks, uncertainties and other factors include, without limitation, those matters discussed in Item 1A of Part I of Merge’s Annual Report on Form 10-K for the year ended December 31, 2010, and its Quarterly Report on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011. Except as expressly required by the Federal securities laws, Merge 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.