Merge Healthcare (NASDAQ: MRGE) (“Merge”), a leading provider of enterprise imaging and interoperability solutions, announced today that it has completed the exchange offer of its 11.75% Senior Secured Notes due 2015 (the “Old Notes”).
The Old Notes were issued in a private placement in June 2011 to finance Merge’s redemption of the Series A Preferred Stock issued by Merge in connection with its acquisition of AMICAS, Inc. (now Merge Healthcare Solutions Inc.) in April 2010. As a result of the exchange offer, the Old Notes were replaced with newly issued 11.75% Senior Secured Notes due 2015 (the “Exchange Notes”), which are identical to the Old Notes except that they are registered under the Securities Act of 1933, as amended (the “Act”).
Merge was obligated to conduct the exchange offer under the terms of the registration rights agreement entered into in connection with the issuance of the Old Notes, which gave holders of the Old Notes the right to force Merge to register the Old Notes for public resale under the Act. Merge did not receive any proceeds from the exchange offer.
The exchange agent for the exchange offer was The Bank of New York Mellon Trust Company, N.A.
This press release shall not constitute an offer to exchange, nor a solicitation of an offer to exchange, the Old Notes.
About Merge Healthcare
Merge Healthcare is a leading provider of enterprise imaging and interoperability solutions, with a client base consisting of more than 1,500 hospitals and 6,000 clinics across the country. Merge solutions facilitate the sharing of images to create a more effective and efficient electronic healthcare experience for patients and physicians. Merge provides enterprise imaging solutions for radiology, cardiology, 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’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 in Item 1A of Part II of Merge’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 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.