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Merge Series a Preferred Stock Holders Waive Put Right investors, preferred stock, Merge Series a Preferred Stock Holders Waive Put Right

Merge Series A Preferred Stock Holders Waive Put Right

Merge Healthcare Incorporated (NASDAQ: MRGE), a leading provider of health information systems for medical imaging, interoperability, and communication, today announced that the holders of its Series A Convertible Preferred Stock have unequivocally decided to waive their right to require Merge to redeem any or all shares of the Preferred Stock at any time prior to August 25, 2015.
 
Merge issued the Preferred Stock in February 2015 to a group of investors arranged by Guggenheim Investments in a $50 million private placement that helped finance Merge’s acquisition of D.R. Systems, Inc.  The Certificate of Designation for the Preferred Stock gave its holders the right to require Merge to redeem the Preferred Stock at any time prior to August 25, 2015.  The holders have agreed to amend the Certificate of Designation to cancel this redemption or “put” right. 
 
“The unconventional redemption feature of the Preferred Stock was required by the investors in order to move quickly in February,” commented Justin Dearborn, chief executive officer of Merge. “The Preferred Stock purchasers requested a window of time following the closing of the acquisition to better evaluate the D.R. Systems business and the benefits to Merge. We believed their request to be reasonable given the compressed timeline, and we were confident that the holders would agree with our assessment of the transaction. We are delighted that the holders have now completed their evaluation and have decided to terminate the put right, well in advance of its scheduled expiration in August.  We hope that the waiver of the put will eliminate any lingering uncertainty regarding the Preferred Stock and our capital structure overall.” 
 
“We have conducted our due diligence review regarding the benefits of Merge’s acquisition of D.R. Systems, and decided to cancel the put right,” said Joe McCurdy, managing director and head of origination of Guggenheim Investments. “We look forward to continuing a productive relationship with Merge,” Mr. McCurdy added. 
 
Detailed information regarding the Preferred Stock issuance (including the original Certificate of Designation) and the D.R. Systems acquisition was provided in Merge’s related Form 8-K, filed March 3, 2015 with the SEC and is available on the SEC website at www.sec.gov.   The amendment to the Certificate of Designation terminating the put right will be filed with the SEC as an exhibit to Merge’s Form 8-K related to this press release and will also be available at www.sec.gov.  

About Merge
Merge is a leading provider of innovative enterprise imaging, interoperability and clinical systems that seek to advance healthcare. Merge’s enterprise and cloud-based technologies for image intensive specialties provide access to any image, anywhere, any time. Merge also provides clinical trials software with end-to-end study support in a single platform and other intelligent health data and analytics solutions. With solutions that have been used by providers for more than 25 years, Merge is helping to reduce costs, improve efficiencies and enhance the quality of healthcare worldwide. For more information, visit merge.com and follow us @MergeHealthcare.
 
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. 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.

Contact:
Michael R. Klozotsky
Vice President, Corporate Marketing
312.946.2535
michael.klozotsky@merge.com

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