Emageon Makes Demand to Health Systems Solutions Regarding Merger Agreement Obligations
(Nasdaq: EMAG) today announced that it has formally demanded a closing of its
pending merger with Health Systems Solutions, Inc. (OTC Bulletin Board: HSSO)
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“We believe we have an obligation to consummate our merger in an
expeditious manner in accordance with the requirements of both parties under
the merger agreement,” said
“We also believe our stockholders, who have resoundingly supported this
transaction, desire us to move forward without delay. Health Systems has not
agreed to set a closing date, instead making additional due diligence
requests. This news was especially surprising given Health Systems’ recent
public and private support of the transaction.”
Mr. Jett continued, “There is no due diligence condition in the merger
agreement and the time for due diligence ended when the parties signed the
merger agreement. Health Systems has also asserted purported breaches of our
representations, warranties and covenants under the merger agreement, which we
categorically deny and reject as immaterial. Health Systems is clearly
stalling for reasons that are not apparent to us and unrelated to any
purported breaches of the merger agreement. We believe we have satisfied our
conditions to closing and that it is time for Health Systems to comply with
its obligations and close the merger. In the event the closing does not occur
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under the merger agreement.”
About Emageon
Emageon provides information technology systems for hospitals, healthcare
networks and imaging facilities. Its enterprise family of solutions includes
RadSuite(TM), HeartSuite(TM) and other specialty suites. All Emageon solutions
are built on a unified Enterprise Content Management system offering advanced
visualization and infrastructure tools for the clinical analysis and
management of digital medical images, reports and associated clinical content.
Emageon’s standards-based solutions are designed to help customers enhance
patient care, automate workflow, lower costs, improve productivity and provide
better service to physicians. For more information, please visit
www.emageon.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release regard matters that are
not historical facts and are forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995, as amended, including statements regarding expectations as to the
completion of the merger and other transactions contemplated by the merger
agreement and Emageon’s intentions or plans to enforce its rights under the
merger agreement. These statements are often identified by the use of forward-
looking words such as “believe,” “expect,” “potential,” “continue,” “may,”
“will,” “should,” “could,” “would,” “intend,” “plan,” “estimate,” “anticipate”
and comparable words or the negative version of these and other words. Because
such forward-looking statements contain risks and uncertainties, actual
results may differ materially from those expressed in or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially include, but are not limited to: the occurrence of any event,
change or other circumstance that could give rise to the termination of the
merger agreement and the possibility that Emageon could be required to pay a
proceedings that have been or may be instituted against Emageon and others
related to the merger agreement; the failure to satisfy any conditions to the
completion of the merger; the failure to obtain the necessary financing set
forth in the debenture purchase agreement with SIBL to be received in
connection with the merger; risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in employee
retention as a result of the merger; risks regarding a loss of or decrease in
purchases by Emageon’s major customers as a result of the merger; the ability
to recognize the benefits of the merger; and the amount of the costs, fees,
expenses and charges related to the merger and the actual terms of the
financing that will be obtained for the merger. The business of Emageon is
also subject to a number of risks generally such as: competition from larger
competitors; risks associated with a history of operating losses; reliance on
continuing relationships with large customers; the risk of significant product
errors or product failures; reliance on reseller arrangements for important
components of its solution; the risk of not responding effectively to changes
in its industry; customers’ reliance on third party reimbursements; risks
regarding the potential impact on its business of FDA regulations and other
applicable health care regulations; and other risks that are set forth in the
“Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of
Results of Operations and Financial Condition” sections of, and elsewhere in,
the filings that Emageon makes with the Securities and Exchange Commission.
Many of the factors that will determine the outcome of the subject matter of
this press release are beyond Emageon’s ability to control or predict. Emageon
undertakes no obligation to release publicly the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except as required by law.
SOURCE Emageon Inc.