Navigation Links
Emageon Settles Shareholder Class Action Lawsuit

BIRMINGHAM, Ala., March 27 /PRNewswire-FirstCall/ -- Emageon Inc. (Nasdaq: EMAG), a leading provider of technology solutions for hospitals and healthcare networks, today announced that it and the other named defendants in the putative class action lawsuit that was filed on March 13, 2009 in connection with the proposed acquisition of Emageon by AMICAS, Inc. (Nasdaq: AMCS) have entered into a memorandum of understanding with counsel for the plaintiff.

Pursuant to the terms of the memorandum, the parties have agreed to settle the lawsuit, subject to court approval, at which time the lawsuit will be dismissed with prejudice. Emageon and the other defendants maintain that the lawsuit is completely without merit. Nevertheless, in order to avoid costly litigation and eliminate the risk of any delay to the closing of the tender offer and subsequent merger, the defendants have agreed to the settlement contemplated in the memorandum.

Pursuant to the terms of the memorandum, Emageon has agreed to provide certain additional information to its stockholders regarding the pending tender offer by AMICAS and the merger contemplated thereby. The additional information, which will be provided through publicly available filings, will supplement the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 that was previously mailed by Emageon.

In return, the plaintiff agreed under the memorandum to the dismissal of the lawsuit. In addition, Emageon agreed not to object to a request by plaintiff's counsel for an award of fees and expenses up to a specified amount. An award of fees and expenses to the plaintiff's counsel will not affect the amount of merger consideration to be paid in the tender offer or subsequent merger. The details of the settlement will be set forth in a notice to be sent to Emageon's stockholders prior to a hearing before the court to consider both the settlement and any fee application filed by the plaintiff's counsel.

The additional information to supplement Emageon's Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 will also be set forth in a Current Report on Form 8-K that Emageon will file with the Securities and Exchange Commission. The additional information should be read in conjunction with the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9, as supplemented to date.

About Emageon

Emageon provides information technology systems for hospitals, healthcare networks and imaging facilities. Its enterprise family of solutions includes RadSuite(TM), HeartSuite(TM) and other specialty suites. All Emageon solutions are built on a unified Enterprise Content Management system offering advanced visualization and infrastructure tools for the clinical analysis and management of digital medical images, reports and associated clinical content. Emageon's standards-based solutions are designed to help customers enhance patient care, automate workflow, lower costs, improve productivity and provide better service to physicians. For more information, please visit

Important Additional Information About the Transaction

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Emageon common stock are being made pursuant to an offer to purchase and related materials that AMICAS Acquisition Corp., a wholly-owned subsidiary of AMICAS, Inc., has filed with the Securities and Exchange Commission and mailed to Emageon's stockholders. AMICAS Acquisition Corp. has filed a tender offer statement on Schedule TO with the Securities and Exchange Commission with respect to the offer, and Emageon has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials are available at no charge from the Securities and Exchange Commission through its website at or by contacting the Investor Relations Department of Emageon.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release regard matters that are not historical facts and are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Because such forward-looking statements contain risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; court approval of the memorandum of understanding referenced in this release; the outcome of any legal proceedings that have been or may be instituted against Emageon and others related to the merger agreement; the failure to satisfy any conditions to the offer or the completion of the merger; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the tender offer and subsequent merger; risks regarding a loss of or decrease in purchases by Emageon's major customers as a result of the tender offer and subsequent merger; and the amount of the costs, fees, expenses and charges related to the tender offer and subsequent merger. The business of Emageon is also subject to a number of risks generally such as: competition from larger competitors; risks associated with a history of operating losses; reliance on continuing relationships with large customers; the risk of significant product errors or product failures; reliance on reseller arrangements for important components of its solution; the risk of not responding effectively to changes in its industry; customers' reliance on third party reimbursements; risks regarding the potential impact on its business of FDA regulations and other applicable health care regulations; and other risks that are set forth in the "Risk Factors," "Legal Proceedings" and "Management Discussion and Analysis of Results of Operations and Financial Condition" sections of, and elsewhere in, the filings that Emageon makes with the Securities and Exchange Commission. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Emageon's ability to control or predict. Emageon undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

SOURCE Emageon Inc.
Copyright©2009 PR Newswire.
All rights reserved

Related medicine news :

1. AMICAS Announces Definitive Agreement to Acquire Emageon Inc.
2. Emageon Receives Escrowed Funds and Terminates Merger Agreement
3. Emageon Provides Update Regarding Merger Transaction
4. Emageon Signs Agreement with Integrated Health Network MultiCare
5. Health Systems Solutions and Emageon Extend Merger Closing
6. Health Systems Solutions Enters into Agreement to Acquire Emageon to Create Healthcare Technology Leader
7. Emageon Files Quarterly Report
8. Emageon Selects Jefferies & Company and SunTrust Robinson Humphrey as Advisors
9. Emageon to Present at the Jefferies 2nd Annual Healthcare Conference
10. Emageon Inc. to Host First Quarter 2008 Financial Results Conference Call May 12, 2008
11. Emageon Receives Best in KLAS Cardiology PACS Award
Post Your Comments:
(Date:11/28/2015)... ... , ... Safe storage for contraceptive devices may not always be easy to ... and the other from Bradley Beach, New Jersey, there is an easy solution to ... to replace NuvaRings more often than necessary. As such, it affords peace of mind ...
(Date:11/27/2015)... ... 27, 2015 , ... According to an article published November 13th ... in Washington D.C. revolved around the fact that proper dental care, both at-home and ... the link between periodontal disease (more commonly referred to as gum disease) and diabetes. ...
(Date:11/27/2015)... ... November 27, 2015 , ... An ... way to dispense prescription medications at home, so he invented the patent-pending ELECTRONIC ... and dispense prescription medications. In doing so, it could help to prevent potential ...
(Date:11/27/2015)... CA (PRWEB) , ... November 27, 2015 , ... MPWH, the No.1 Herpes-only dating community ... 30 (see Table 1-1 ). More than 3.7 billion people under the age ... type 1 (HSV-1), according to WHO's first global estimates of HSV-1 infection . , ...
(Date:11/27/2015)... ... November 27, 2015 , ... Keeping in mind ... mental health and wellness consultation, has collaborated with a leading web-based marketplace for ... gap experienced by parents and bring advice from parenting experts within their reach. ...
Breaking Medicine News(10 mins):
(Date:11/27/2015)... 2015  Lannett Company, Inc. (NYSE: LCI ... acquisition of Kremers Urban Pharmaceuticals Inc. (KU), the ... company UCB S.A. (Euronext: UCB). ... KU from UCB for total consideration of approximately ... customary working capital adjustment, a deduction of certain ...
(Date:11/26/2015)... , 26 november 2015 ... kondigt de geplande investering aan van ten ... de laboratoria en het mondiale hoofdkantoor in ... uitbreiding zal resulteren in extra kantoorruimte en ... aan de groeiende behoeften van de farmaceutische ...
(Date:11/26/2015)... 3D bioprinting market is expected to reach ... by Grand View Research Inc. Rising prevalence of chronic diseases ... is expected to boost the market growth, as 3D bioprinting ... --> 3D bioprinting market is expected to reach ... by Grand View Research Inc. Rising prevalence of chronic diseases ...
Breaking Medicine Technology: