BIRMINGHAM, Ala., Dec. 18 Emageon Inc. (Nasdaq:EMAG) today announced that its stockholders voted to approve Emageon'sproposed merger with Health Systems Solutions, Inc. (OTC Bulletin Board: HSSO)at a special meeting of stockholders held at Emageon's offices yesterday. Theclosing of the acquisition remains subject to the satisfaction or waiver ofthe remaining conditions to closing under the definitive merger agreement. Adate for the closing has not yet been set.
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 Emageonsolutions are built on a unified Enterprise Content Management system offeringadvanced visualization 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. 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 bysuch forward-looking statements. Factors that could cause actual results todiffer materially include, but are not limited to: the occurrence of anyevent, change or other circumstance that could give rise to the termination ofthe merger agreement and the possibility that Emageon could be required to paya $3.0 million termination fee in connection therewith; the outcome of anylegal proceedings that have been or may be instituted against Emageon andothers related to the merger agreement; the failure to satisfy any conditionsto the completion of the merger; the failure to obtain the necessary financingset forth 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.Emageon undertakes no obligation to release publicly the results of anyrevisions to these forward-looking statements that may be made to reflectevents or circumstances after the date hereof or to reflect the occurrence ofunanticipated events, except as required by law.
SOURCE Emageon Inc.