Key Developments For etrials Worldwide, Inc.
etrials Worldwide Inc Delists From NASDAQ-Stock Exchange
The Stock Exchange reported that etrials Worldwide Inc has been delisted from NASDAQ.
Merge Healthcare Inc. Accepts Shares Validly Tendered In Exchange Offer For Shares Of etrials Worldwide Inc
Merge Healthcare Inc. and etrials Worldwide, Inc (etrials) announced the expiration of the exchange offer for the shares of etrials` common stock by Merge Acquisition Corp., a wholly owned subsidiary of Merge Healthcare. The exchange offer expired at midnight, EST, at the end of July 14, 2009. At the time of expiration, Merge Healthcare was notified by its transfer agent and depositary that shareholders of etrials had validly tendered and not withdrawn a total of 9.6 million shares of etrials common stock, which represents approximately 86% of the outstanding shares of etrials common stock. Pursuant to the terms of the previously announced merger agreement, Merge Acquisition Corp. intends to exercise its "top up" option to increase its ownership to over 90% of the outstanding shares of etrials common stock. Upon completion of the merger, the remaining outstanding shares of etrials common stock will be converted into the right to receive $0.80 in cash, without interest, and 0.3448 shares of Merge common stock (other than shares held in etrials treasury or owned by etrials, Merge Healthcare or their respective subsidiaries and other than those shares of etrials common stock for which appraisal rights are properly exercised). Upon completion of the merger, etrials will be a wholly owned subsidiary of Merge Healthcare and will no longer be traded on the NASDAQ Global Market.
Merge Healthcare Inc. Commences Exchange Offer For etrials Worldwide, Inc. Shares
Merge Healthcare Inc. and etrials Worldwide, Inc. announced that Merge has commenced an exchange offer for all of the outstanding shares of etrials' common stock pursuant to their previously announced definitive merger agreement dated May 30, 2009, under which Merge will acquire etrials. Subject to the terms and conditions of the exchange offer, etrials' stockholders who validly tender their shares will receive for each share of etrials common stock they tender in the exchange offer $0.80 in cash, without interest, and 0.3448 shares of Merge common stock. The exchange offer is scheduled to expire on July 14, 2009, unless extended. The terms and conditions of the exchange offer are described in the exchange offer documents, which have been mailed to etrials' stockholders and filed with the Securities and Exchange Commission (SEC).
Merge Healthcare Inc. Announces Definitive Agreement With etrials Worldwide Inc
Merge Healthcare Inc. and etrials Worldwide, Inc. announced that they have reached a definitive agreement for the acquisition of etrials by Merge. The combined organization will provide clinical trial sponsors and contract research organizations (CROs) comprehensive and configurable solutions that include both critical imaging technologies and proven eClinical 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. 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` outstanding shares have already agreed to tender their shares. Pending customary closing conditions and the successful 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.
Bio-Imaging Technologies and etrials Worldwide Inc's Merger Agreement Terminated
Bio-Imaging Technologies announced that, in response to another unsolicited offer received by etrials Worldwide Inc. from an unrelated third party, Etrials has informed Bio-Imaging that its Board of Directors has deemed the unsolicited offer a superior proposal, as defined in the merger agreement between the parties, and has entered into a merger agreement with such unrelated third party. In connection with the termination of the Bio-Imaging merger agreement, etrials Worldwide is obligated to pay to Bio-Imaging a termination fee of $500,000 and reimburse Bio-Imaging for reasonable out of pocket expenses up to $250,000 on or before June 2, 2009.
