Merge Healthcare Incorporated (NASDAQ: MRGE), a leading provider of clinical systems and innovations that seek to transform healthcare, today announced that, as of 5:00 p.m., New York City time, on April 15, 2013 (the “Consent Expiration Time”), holders of approximately 99.36% of the aggregate principal amount of its $252,000,000 outstanding aggregate principal amount of 11.75% Senior Secured Notes due 2015 (CUSIP Nos. 589499AB8 and 589499AA0) (the “Notes”) had validly tendered and not validly withdrawn such Notes, and had validly delivered and not validly revoked consents in respect of such Notes, in connection with Merge’s previously announced cash tender offer (the “Tender Offer”) and related consent solicitation (the “Consent Solicitation”), which commenced on April 2, 2013. The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated April 2, 2013 (the “Offer to Purchase”), which more fully sets forth the terms and conditions of the Tender Offer and Consent Solicitation.
Based on the receipt of such consents, Merge, certain subsidiaries of Merge party to the indenture governing the Notes (the “Indenture”) as guarantors, the trustee and the collateral agent under the Indenture today executed a supplemental indenture (the "Supplemental Indenture") to amend the Indenture and the Notes to eliminate substantially all of the restrictive covenants and certain events of default contained in the Indenture, release all of the collateral securing the Notes, shorten the minimum notice period required for Merge to redeem Notes from thirty days to three business days prior to the redemption date, and modify certain other related provisions contained in the Indenture. The amendments and release of collateral contained in the Supplemental Indenture will not become operative until the purchase of validly tendered Notes in accordance with the terms of the Offer to Purchase. Withdrawal and revocation rights have terminated with respect to tendered Notes and consents pursuant to the terms of the Offer to Purchase, except to the extent that Merge is required by law to provide additional withdrawal rights.
Holders of Notes who validly tendered and did not validly withdraw their Notes, and validly delivered and did not validly revoke their consents in respect of such Notes, at or prior to the Consent Expiration Time, and whose tendered Notes are accepted for purchase, will be eligible to receive the “Total Consideration” of $1,066.96 per $1,000 in principal amount of Notes validly tendered (which includes a “Consent Payment” of $30.00 per $1,000 principal amount of such Notes), plus accrued and unpaid interest from the last interest payment date to, but not including, the date the validly tendered Notes are purchased in accordance with the terms of the Offer to Purchase.
Holders who validly tender, and do not withdraw, their Notes after the Consent Expiration Time but at or before 12:00 midnight, New York City time, on April 29, 2013, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the “Expiration Time”), and whose Notes are accepted for purchase, will be eligible to receive the “Tender Offer Consideration” of $1,036.96 for each $1,000 in principal amount of Notes validly tendered, plus accrued and unpaid interest from the last interest payment date to, but not including, the Final Settlement Date (as defined in the Offer to Purchase). Holders of Notes tendered after the Consent Expiration Time will not receive the Consent Payment.
The Tender Offer and Consent Solicitation are conditioned upon, among other things, (a) receipt of funds from certain refinancing transactions, on terms and conditions acceptable to Merge, in an amount sufficient to enable Merge to purchase the tendered Notes, make the Consent Payments and pay related costs and expenses, and (b) certain other general conditions, each of which is described in more detail in the Offer to Purchase.
Jefferies LLC (“Jefferies”) is acting as the dealer manager for the Tender Offer and solicitation agent for the Consent Solicitation and i-Deal LLC (“i-Deal”) is acting as the information agent and tender agent for the Tender Offer and Consent Solicitation. Requests for documents may be directed to i-Deal at (888) 593-9546 (toll-free) or (212) 849-3880. Questions regarding the Tender Offer and Consent Solicitation may be directed to Jefferies at (888) 708-5831 (toll-free) or (203) 708-5831 (collect).
This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to the Notes or any new securities. The Tender Offer and Consent Solicitation are made solely by means of the Offer to Purchase. The Tender Offer and Consent Solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Merge, the dealer manager and solicitation agent, the information agent, the tender agent, the trustee and collateral agent under the Indenture or any of their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer or deliver their consent to the proposed amendments.