Merge Healthcare to Acquire Ophthalmic Imaging Systems

Merge Healthcare MRGE and Ophthalmic Imaging Systems OISI today announced the signing of a definitive merger agreement pursuant to which Merge Healthcare will acquire OIS. Under the terms of the definitive merger agreement, OIS shareholders will receive 0.1693 share of Merge Healthcare common stock for each share of OIS common stock. The exchange ratio was calculated to equal $1.00 per OIS share using the five-day volume-weighted average price of Merge Healthcare common stock as of the close of trading on June 3, 2011, which was the last trading day before the definitive merger agreement was signed. Based on currently outstanding shares of OIS common stock, the aggregate value of the Merge Healthcare common stock to be issued as consideration will be approximately $30.3 million, before anticipated costs related to outstanding OIS debt, options and warrants. It is anticipated that the transaction will qualify as a tax-free reorganization for Federal income tax purposes with respect to Merge Healthcare common stock received by OIS shareholders. Shareholders representing approximately 72% of OIS outstanding shares have agreed, pursuant to a shareholder support agreement, to support the transaction and to vote in favor of the proposed merger. Pending customary closing conditions and the successful completion of a California Fairness Hearing, the transaction is expected to close in the third quarter of 2011. Upon the closing of this merger, Merge Healthcare will add ophthalmic imaging and informatics to its current portfolio of enterprise imaging solutions for radiology, cardiology and orthopaedics; 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.