Merge Healthcare (Chicago, IL, USA), a provider of healthcare enterprise imaging and interoperability solutions, and Ophthalmic Imaging Systems (OIS; Sacramento, CA, USA), a provider of digital imaging and informatics solutions for ophthalmology and other medical specialties, announced the signing of a definitive merger agreement pursuant to which Merge Healthcare will acquire OIS.

Under the terms of the agreement, OIS shareholders will receive 0.1693 share of Merge Healthcare common stock for each share of OIS common stock. The exchange ratio was calculated to equal US$1.00 per OIS share using the five-day volume-weighted average price of Merge Healthcare common stock as of the close of trading on June 3, 2011, which was the last trading day before the definitive merger agreement was signed.

Shareholders representing approximately 72% of OIS outstanding shares have agreed, pursuant to a shareholder support agreement, to support the transaction and to vote in favor of the proposed merger. Pending customary closing conditions and the successful completion of a California Fairness Hearing, the transaction is expected to close in the third quarter of 2011.

Upon the closing of this merger, Merge Healthcare will add ophthalmic imaging and informatics to its current range of enterprise imaging solutions for radiology, cardiology, and orthopedics; a range of products for clinical trials; software for financial and presurgical management, and applications that drive the largest modality vendors in the world.

"Merge Healthcare is a leader in virtually every image-intensive healthcare specialty, and with OIS we will add the important specialty of ophthalmology," said Jeff Surges, CEO of Merge Healthcare. "Demand for ophthalmic imaging solutions is increasing due to factors such as an aging population, improved treatment results based on early disease recognition and increased incidence of visual impairment, as well as the growing need for portable diagnostic equipment. OIS is a recognized leader in ophthalmic imaging and informatics. The OIS solution suite and client base of prominent clinics and hospital networks are an ideal complement to our enterprise imaging capabilities and will be a great addition to our solutions portfolio."

"Merge Healthcare has extensive technical expertise and industry knowledge, and a solid infrastructure to support the continued growth of our ophthalmic imaging and informatics businesses," said Gil Allon, CEO of OIS. "We believe that joining forces with this leader is in the best interest of our company, our shareholders, and our customers, and the all-stock nature of this transaction allows OIS shareholders to benefit from Merge Healthcare's future market success."
 

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