Combination Creates
Medical Imaging Market Leader Offering Expanded Products and Services and
Accelerated Innovation in the Direct and OEM Channels
Milwaukee, WI, USA, and Toronto, ON, Canada, June 1, 2005 – Merge
Technologies Incorporated (NASDAQ: MRGE), d.b.a. Merge eFilm, a leading
global healthcare software and services company, and Cedara Software Corp.
(NASDAQ: CDSW/TSX:CDE), a leading independent developer of medical software
technologies for the global healthcare market, today announced that they
have successfully completed the merger of the two companies. The
transaction, which was structured as a Plan of Arrangement, was approved by
the shareholders of both companies on May 24th, 2005, and received final
court approval from the Ontario Superior Court of Justice on May 26th,
2005. Under the terms of the transaction, shareholders of Cedara will
receive either 0.587 shares of Merge common stock or 0.587 exchangeable
shares for each common Cedara share held. The transaction was structured
to be tax deferred to Canadian resident Cedara shareholders, who receive
exchangeable shares and who have made the proper tax election. The
exchangeable shares were issued by Merge Cedara ExchangeCo Limited, and
will trade on the Toronto Stock Exchange under the ticker symbol MRG.
As previously announced, Richard Linden will be President and CEO of the
combined company, and Abe Schwartz, President and CEO of Cedara Software
Corp., will continue his involvement as a member of the Merge eFilm Board
of Directors. The corporate headquarters for the newly combined company
will be in Milwaukee, Wisconsin.
“We are pleased to announce the closing of the merger between Merge eFilm
and Cedara Software Corp,” said Linden. “The combined company will provide
a comprehensive suite of medical imaging software applications and
professional services to help manage clinical and business workflow for our
customers. Additionally, the extensive OEM supported research and
development function of the new company will further accelerate our entry
into advanced visualization and clinical application markets and ensure we
stay on the leading edge of imaging software
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About Merge eFilm
Merge eFilm is a global healthcare software and services company focused on
accelerating the productivity of imaging centers, small- to medium-sized
hospitals and clinics with a suite of RIS/PACS products that more
efficiently streamline, integrate and distribute image and information
workflow across the healthcare enterprise. Since 1987, Merge eFilm has
leveraged its healthcare integration and connectivity experience to create
workflow solutions that improve our customers’ productivity and enhance the
quality of care they provide. For more information about Merge eFilm’s
products and services, visit our website at www. merge-efilm.com, or call
Beth Frost-Johnson, Senior Vice President-Marketing and Strategic Planning,
at 414-977-4254, email bfrost@merge-efilm.com.
About Cedara Software Corp
Cedara Software Corp. is a leading independent provider of medical imaging
technologies. Cedara’s software is deployed in hospitals and clinics
worldwide and is licensed by many of the world’s leading medical device and
healthcare information technology companies. Approximately 28,000 medical
imaging systems and 6,400 Picture Archiving and Communications System
(PACS) workstations have been licensed to date. Cedara recently acquired
eMed Technologies Corporation, widely known as a provider of innovative
PACS and teleradiology solutions that have been installed in over 2,000
hospitals and imaging centers. Cedara is quite unique in that it has
technologies and expertise that span all the major digital imaging
modalities including computed tomography (CT), magnetic resonance imaging
(MRI), digital X-ray, mammography, ultrasound, echo-cardiology,
angiography, nuclear medicine, positron emission tomography (PET) and
fluoroscopy. Furthermore, the Company’s medical imaging offerings are used
in all aspects of clinical workflow including the capture of a patient’s
digital image; the archiving, communication and manipulation of digital
images; sophisticated clinical applications to analyze digital images; and
even the use of imaging in minimally-invasive surgery. For more information
about Cedara’s products and services, visit our website at www.cedara.com,
or call Jacques Cornet, Vice President of Marketing & Operations, at (905)
672-2100 ext. 2564, email: info@cedara.com.
