A Medical Device Daily

Merge Technologies (Milwaukee), doing business as Merge eFilm, a healthcare software and services company, and Cedara Software (Toronto), a developer of medical software technologies for the global healthcare market, reported completing their merger, first reported in January (Medical Device Daily, Jan. 19, 2005).

The transaction was approved by the shareholders of both companies on May 24 and received final court approval from the Ontario Superior Court of Justice on May 26, the companies said.

Terms call for Cedara shareholders to receive either 0.587 shares of Merge common stock or 0.587 exchangeable shares for each common Cedara share held. The transaction was structured to be tax-deferred to Canadian resident Cedara shareholders, who receive exchangeable shares. The exchangeable shares were issued by Merge Cedara ExchangeCo Limited, and will trade on the Toronto Stock Exchange under the symbol MRG.

Richard Linden will be president and CEO of the combined company, as previously reported, and Abe Schwartz, president and CEO of Cedara Software, will continue his involvement as a Merge eFilm board member. Corporate headquarters for the newly combined company will be in Milwaukee.

Linden said, “The combined company will provide a comprehensive suite of medical imaging software applications and professional services to help manage clinical and business workflow for our customers. Additionally, the extensive OEM supported research and development function of the new company will further accelerate our entry into advanced visualization and clinical application markets and ensure we stay on the leading edge of imaging software development.”

Merge eFilm, it said, is “focused on accelerating the productivity of imaging centers, small- to medium-sized hospitals and clinics with a suite of RIS/PACS products that more efficiently streamline, integrate and distribute image and information workflow across the healthcare enterprise.”

Cedara is a provider of medical imaging technologies, its software deployed in hospitals and clinics worldwide and licensed by medical device and healthcare information technology companies. It reports about 28,000 medical imaging systems and 6,400 picture archiving and communications system (PACS) workstations licensed to date.

Cedara recently acquired eMed Technologies (Lexington, Massachusetts), a provider of PACS and teleradiology solutions installed, it reports, in more than 2,000 hospitals and imaging centers.

In other dealmaking activity:

• Computer Horizons (CHC; Mountain Lakes, New Jersey) reported filing a registration statement with the Securities and Exchange Commission containing the joint proxy statement/prospectus of CHC and Analysts International (Minneapolis) regarding the proposed merger of the companies.

William Murphy, president and CEO of CHC, said, “By combining the highly complementary product and service lines, the merged company should generate improved long-term operating and financial results and establish a stronger competitive position in the industry.”

“The merger will create one of the largest U.S.-based IT services companies, with $600 million in revenues, based on 2004 revenues, 50 offices and over 5,000 consultants,” said Jeffrey Baker, president of Analysts International. “[W]e believe that we can achieve at least $15 million in annual cost savings through the synergies created by the merger.”

CHC provides information technology services to healthcare, pharmaceutical, financial services, telecom and consumer packaged goods markets, as well as the federal government through its wholly owned subsidiary, RGII Technologies.

Analysts International is a technology services company with annual revenue of more than $330 million. Its business lines include Technology Integration Services for applications and hardware; Advisory Services for optimizing IT investments; Outsourcing Services with local, national and international capabilities; and Staffing Services.