Milwaukee, WI, USA, and Toronto, ON, Canada, April 26, 2005 – Merge
Technologies Incorporated (NASDAQ: MRGE), d.b.a. Merge eFilm, and Cedara
Software Corp. (NASDAQ: CDSW/TSX:CDE), today announced that the mailing to
both companies’ securityholders of the definitive joint proxy statement and
management information circular in connection with their proposed merger
transaction will commence on or about April 26, 2005. In addition, Cedara
has confirmed that the Ontario Superior Court of Justice has granted an
interim order approving the holding of a special meeting for Cedara
securityholders.
Cedara will hold a special meeting of its securityholders on May 24, 2005
to vote on the companies’ proposed merger. As part of its annual meeting to
be held on May 24, 2005, Merge eFilm’s shareholders will vote on the
companies’ proposed merger. Merge eFilm and Cedara shareholders of record
at the close of business on April 22, 2005 will be entitled to vote on the
proposed merger.
Assuming Cedara securityholders and Merge eFilm shareholders approve the
merger transaction, final court approval will be required and sought from
the Ontario Superior Court of Justice on May 26, 2005. The transaction is
expected to close during the week of May 30, 2005.
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.
Notice to Investors, Prospective Investors and the Investment Community –
Cautionary Information Regarding Forward-Looking Statements –
Statements in this press release regarding the proposed merger of Merge
Technologies, (d.b.a. Merge eFilm) and Cedara Software Corp. which are not
historical facts, including expectations of financial results for the
combined companies (e.g., projections regarding revenue, earnings, cash
flow, cost savings and future growth), are “forward-looking statements.”
All forward-looking statements are inherently uncertain as they are based
on various expectations and assumptions concerning future events and they
are subject to numerous known and unknown risks and uncertainties which
could cause actual events or results to differ materially from those
projected. Investors are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements are
qualified in their entirety by reference to the following cautionary
statements. Certain factors that could cause Merge eFilm’s and Cedara’s
results to differ materially from those described in the forward-looking
statements can be found in the definitive proxy statement / management
information circular filed with the Securities and Exchange Commission.
Merge eFilm and Cedara undertake no obligation to publicly release the
result of any revisions to these forward-looking statements that may be
made to reflect any future events or circumstances.
Additional Information
Shareholders are urged to read the definitive joint proxy
statement/management information circular regarding the proposed
transaction, because it contains important information. Shareholders will
be able to obtain a free copy of the joint proxy statement/management
information circular, as well as other filings containing information about
Merge eFilm and Cedara, without charge, at the Securities and Exchange
Commission’s internet site (http://www.sec.gov). Copies of the joint proxy
statement/management information circular and the filings with the
Securities and Exchange Commission that will be incorporated by reference
in the joint proxy statement/management information circular can also be
obtained, without charge, by directing a request to Merge eFilm’s Investor
Relations Department at Merge eFilm’s principal executive offices located
at 6737 W. Washington Street, Suite 2250, Milwaukee, Wisconsin 53214-3151;
telephone number (414) 977-4000. The respective directors and executive
officers of Merge eFilm and Cedara may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Merge eFilm’s directors and executive officers is
available in the definitive joint proxy statement/management information
circular filed with the Securities and Exchange Commission, and information
regarding Cedara’s directors and executive officers is available in the
definitive joint proxy statement/management information circular filed with
the Securities and Exchange Commission.
