Merge Healthcare commences exchange offer for etrials Worldwide, Inc. shares

June 17, 2009 By: NCTechNews Category: Software

(Morrisville, N.C.) Merge Healthcare (NASDAQ: MRGE) (“Merge”), a health IT solutions provider, and etrials Worldwide, Inc. (NASDAQ: ETWC) (“etrials”), a provider of clinical trials software and services, announced today that Merge has commenced an exchange offer for all of the outstanding shares of etrials’ common stock pursuant to their previously announced definitive merger agreement dated May 30, 2009, under which Merge will acquire etrials. Subject to the terms and conditions of the exchange offer, etrials’ stockholders who validly tender their shares will receive for each share of etrials common stock they tender in the exchange offer (i) $0.80 in cash, without interest, and (ii) 0.3448 shares of Merge common stock.

The exchange offer is scheduled to expire at 12:00 midnight, New York City time, at the end of Tuesday, July 14, 2009, unless extended. The terms and conditions of the exchange offer are described in the exchange offer documents, which have been mailed to etrials’ stockholders and filed with the Securities and Exchange Commission (“SEC”). The exchange offer is subject to customary closing conditions, including the tender in the exchange offer by etrials’ stockholders of shares representing at least a majority of the outstanding shares of etrials’ common stock on a fully diluted basis.

In connection with the exchange offer described herein, on June 16, 2009, Merge filed with the SEC a registration statement on Form S-4 and a tender offer statement on Schedule TO setting forth in detail the terms of the exchange offer. On June 16, 2009, etrials filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of etrials’ board of directors that etrials stockholders tender their shares pursuant to the exchange offer. These documents contain important information about the transaction, and investors and security holders are urged to read them carefully before making any decision with respect to the exchange offer. Investors and security holders can obtain free copies of the registration statement on Form S-4, Schedule TO, Schedule 14D-9 and other filings containing information about Merge and etrials, without charge, at the SEC’s website. A free copy of the exchange offer materials may also be obtained from Merge’s website at http://www.merge.com and from etrials’ website at http://www.etrials.com.

Merge Healthcare develops software solutions that automate healthcare data and diagnostic workflow to create a more comprehensive electronic record of the patient experience. Merge products, ranging from standards-based development toolkits to fully integrated clinical applications, have been used by healthcare providers worldwide for over 20 years. Additional information can be found at www.merge.com.

Headquartered near North Carolina’s Research Triangle Park, etrials Worldwide, Inc. (NASDAQ: ETWC - News), is a leading provider of eClinical software and services to pharmaceutical, biotechnology, and medical device companies, as well as contract research organizations, offering adaptive, Web-based tools that work together to coordinate data capture, logistics, patient interaction and trial management - turning data into intelligence and shortening the pathway to an actionable study endpoint. etrials is one of the few top-tier solution providers that offers electronic data capture (EDC), interactive voice and Web response (IVR/IWR) and electronic patient diaries (eDiary), as part of a flexible and integrated software-as-a-service (SaaS) platform or as individual solutions to capture high quality data from multiple pivot points to enable real-time access for informed decision-making. As an experienced leader, etrials has facilitated over 900 trials involving more than 400,000 patients in 70 countries and has participated in 42 studies that resulted in 14 approved new drug applications and/or regulatory approvals.

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