BIRMINGHAM, Ala., Dec. 22 Emageon Inc.(Nasdaq: EMAG) today announced that it has formally demanded a closing of itspending merger with Health Systems Solutions, Inc. (OTC Bulletin Board: HSSO)by Tuesday, December 23, 2008.
"We believe we have an obligation to consummate our merger in anexpeditious manner in accordance with the requirements of both parties underthe merger agreement," said Chuck Jett, Chief Executive Officer of Emageon."We also believe our stockholders, who have resoundingly supported thistransaction, desire us to move forward without delay. Health Systems has notagreed to set a closing date, instead making additional due diligencerequests. This news was especially surprising given Health Systems' recentpublic and private support of the transaction."
Mr. Jett continued, "There is no due diligence condition in the mergeragreement and the time for due diligence ended when the parties signed themerger agreement. Health Systems has also asserted purported breaches of ourrepresentations, warranties and covenants under the merger agreement, which wecategorically deny and reject as immaterial. Health Systems is clearlystalling for reasons that are not apparent to us and unrelated to anypurported breaches of the merger agreement. We believe we have satisfied ourconditions to closing and that it is time for Health Systems to comply withits obligations and close the merger. In the event the closing does not occurby Tuesday, December 23, 2008, we intend to pursue our rights and remediesunder the merger agreement."
Emageon provides information technology systems for hospitals, healthcarenetworks and imaging facilities. Its enterprise family of solutions includesRadSuite(TM), HeartSuite(TM) and other specialty suites. All Emageon solutionsare built on a unified Enterprise Content Management system offering advancedvisualization and infrastructure tools for the clinical analysis andmanagement of digital medical images, reports and associated clinical content.Emageon's standards-based solutions are designed to help customers enhancepatient care, automate workflow, lower costs, improve productivity and providebetter service to physicians. For more information, please visitwww.emageon.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release regard matters that arenot historical facts and are forward-looking statements within the meaning ofthe "safe harbor" provisions of the Private Securities Litigation Reform Actof 1995, as amended, including statements regarding expectations as to thecompletion of the merger and other transactions contemplated by the mergeragreement and Emageon's intentions or plans to enforce its rights under themerger 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. Becausesuch forward-looking statements contain risks and uncertainties, actualresults may differ materially from those expressed in or implied by suchforward-looking statements. Factors that could cause actual results to differmaterially include, but are not limited to: the occurrence of any event,change or other circumstance that could give rise to the termination of themerger agreement and the possibility that Emageon could be required to pay a$3.0 million termination fee in connection therewith; the outcome of any legalproceedings that have been or may be instituted against Emageon and othersrelated to the merger agreement; the failure to satisfy any conditions to thecompletion of the merger; the failure to obtain the necessary financing setforth in the debenture purchase agreement with SIBL to be received inconnection with the merger; risks that the proposed transaction disruptscurrent plans and operations and the potential difficulties in employeeretention as a result of the merger; risks regarding a loss of or decrease inpurchases by Emageon's major customers as a result of the merger; the abilityto 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 thefinancing that will be obtained for the merger. The business of Emageon isalso subject to a number of risks generally such as: competition from largercompetitors; risks associated with a history of operating losses; reliance oncontinuing relationships with large customers; the risk of significant producterrors or product failures; reliance on reseller arrangements for importantcomponents of its solution; the risk of not responding effectively to changesin its industry; customers' reliance on third party reimbursements; risksregarding the potential impact on its business of FDA regulations and otherapplicable health care regulations; and other risks that are set forth in the"Risk Factors," "Legal Proceedings" and "Management Discussion and Analysis ofResults 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 ofthis press release are beyond Emageon's ability to control or predict. Emageonundertakes no obligation to release publicly the results of any revisions tothese forward-looking statements that may be made to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events, except as required by law.
SOURCE Emageon Inc.