By Lisa Kerner
Charlotte, N.C., Oct. 14 - Health Systems Solutions, Inc. agreed to acquire 100% of the stock of Emageon Inc. for $2.85 per share in an all-cash transaction valued at approximately $62 million.
The per-share price is approximately a 37% premium over Emageon's share price as of market close on Oct. 13, according to a Health Systems news release.
"This transaction allows Health Systems to reach critical scale and positions us well for future growth," Health Systems chairman and chief executive officer Stan Vashovsky said in the release. "Our acquisition strategy is based upon using Emageon as our platform acquisition that will enable us to realize synergies from future acquisitions."
Health Systems said its principal shareholder, Stanford Financial Group, will finance the purchase through an $85 million facility provided by Stanford International Bank Ltd.
According to the release, the additional funds will be used for working capital and to fund growth initiatives.
The transaction is subject to approval by Emageon's stockholders.
A termination fee of $3 million is included in the merger agreement, it was reported in a form 8-K filed with the Securities and Exchange Commission.
Oliver Press Partners, LLC, which owns approximately 16.6% of Emageon's voting stock, and all officers and directors of Emageon have entered into a voting agreement to vote for the approval of the transaction, the release said.
Following the merger's close, current Emageon management will continue to operate the business as a part of the Health Systems group of companies and Health Systems said it expects to apply for listing on Nasdaq.
Stanford Group advised Health Systems, and Jefferies & Co. and Sun Trust Robinson Humphrey advised Emageon.
Health Systems is based in New York and develops technologies and services for the health-care industry.
Birmingham, Ala.-based Emageon provides information technology systems for hospitals, health-care networks and imaging facilities.
| Acquirer: | Health Systems Solutions, Inc.
|
| Target: | Emageon Inc.
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| Announcement date: | Oct. 13
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| Transaction total: | $62 million
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| Price per share: | $2.85
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| Termination fee: | $3 million
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| Expected closing: | Upon approvals
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| Stock price for target: | Nasdaq: EMAG: $2.08 on Oct. 13
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