Health Systems Solutions Inc signs definitive agreement to acquire Emageon Inc

Oct 14, 2008 (M2 EQUITYBITES via COMTEX) -- Health Systems Solutions Inc (HSS) (OTC BB: HSSO.OB), a technology and services company in the health care industry, declared yesterday (13 October) that it would be acquiring 100% of Emageon Inc (Nasdaq: EMAG), as per a definitive agreement signed by both companies. The deal has been approved unanimously by both boards of directors as well as the Strategic Alternatives Committee of Emageon.
HSS will acquire Emageon's outstanding common stock for USD2.85 per share, representing a premium of around 37% on its share price as of the market close on 13 October 2008. The all-cash transaction is valued at a total of approximately USD62m. A facility of USD85m from Stanford International Bank Ltd, a member of the Stanford Financial Group and the principal shareholder of HSS, is financing the transaction. The financing will take the form of 6% convertible secured debentures due 2013 with warrants to purchase up to 9m shares of common stock. The rest of the funds will be used for growth initiatives and working capital. The current Emageon management will continue to operate the business within the HSS group of companies and the sales and support functions of both organisations will be maintained. After the transaction is concluded HSS anticipates applying for listing on the NASDAQ. A special meeting of Emageon's stockholders will be held as soon as possible to consider the transaction, which is subject to a majority approval, as well as certain customary closing conditions. Oliver Press Partners LLC, which owns about 16.6% of Emageon's voting stock, and all officers and directors of Emageon have entered into a voting agreement to approve the transaction.

Each party will file with the US Securities and Exchange Commission a current report on Form 8-K containing further information about the transaction. Emageon provides IT systems for hospitals, healthcare networks and imaging facilities.