Emageon Provides Further Update Regarding Merger Transaction
25 December 2008 - 6:46AM
PR Newswire (US)
BIRMINGHAM, Ala., Dec. 24 /PRNewswire-FirstCall/ -- Emageon Inc.
(NASDAQ: EMAG) today announced that it has received a letter from
Health Systems Solutions, Inc. (OTC:HSSO) (BULLETIN BOARD: HSSO)
indicating that Stanford International Bank Limited (SIBL) will not
provide the funding to consummate the transaction at this time. The
letter further provided that Health Systems is continuing to seek
to cause SIBL to fund the transaction and that Health Systems is
undertaking further efforts to consummate the transaction.
Commenting on the situation, Emageon Chief Executive Officer Chuck
Jett stated, "We continue to seek to engage Health Systems and SIBL
in a constructive dialogue towards the goal of closing as soon as
possible. We are also hopeful that Health Systems will begin to
take all such actions as required under the merger agreement to
remedy the failure to finance the transaction and close promptly.
Failure to remedy the financing promptly will require us to seek
all remedies to enforce our rights for the benefit of our
stockholders." 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 http://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, Emageon's intentions or plans to enforce
its rights under the merger agreement and the outcome of the
litigation referred to in this release. 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 $3.0 million termination fee in connection therewith; the outcome
of any legal 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. DATASOURCE: Emageon Inc.
CONTACT: Investor Contacts: John Wilhoite, CFO, +1-205-980-9222, ,
or Media: Bill Funderburk, Director, Marketing & Public
Relations, +1-205-980-7542, , both of Emageon Inc. Web site:
http://www.emageon.com/
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