Merge Healthcare signs agreement with etrials

Merge Healthcare, a health IT solutions provider, and etrials Worldwide, a provider of clinical trials software and services, have signed an agreement for the acquisition of etrials by Merge.

The combined organization will provide clinical trial sponsors and contract research organizations solutions that include both critical imaging technologies and e-clinical capabilities.

The Merge tender offer, which consists of a mix of $0.80 in cash and 0.3448 shares of Merge common stock for each share of etrials common stock, represents an aggregate value of $1.70 per share, calculated using the $2.61, 20-day volume-weighted average price of Merge common stock as of the close of market on May 26, 2009, which was the last trading day before Merge made this offer to etrials.

The Merge offer was formally recognized as a proposal by etrials's board of directors pursuant to the terms of etrials's previously announced definitive agreement with Bio-Imaging Technologies, dated as of May 4, 2009, and as amended on May 15 and May 19, 2009. The proposed acquisition by Merge is expected to be consummated through a tender offer for all of the outstanding shares of etrials stock. Stockholders representing approximately 33% of etrials's shares have already agreed to tender their shares. Pending customary closing conditions and the completion of the tender offer, it is expected that the transaction will close in the third quarter of 2009.

The merger agreement provides for Merge to acquire etrials in a two-step transaction. The first step will consist of a tender offer for all outstanding shares of etrials common stock as described above. In the second step, the tender offer will be followed by a merger in which any untendered outstanding shares of etrials common stock will be converted into the right to receive the same consideration per share offered in the tender offer.

Denis Connaghan, CEO of etrials, said: "It continues with our strategy to take the industry in a new direction that is increasingly in demand by bringing our customers access to additional capabilities that we believe increases the value of the important clinical trial development they perform. It also gives the etrials organization a broader base of financial, product and development resources, and international relationships to continue the improvements that have been made and enable an expansion of the business."

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