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Health Systems Solutions Enters into Agreement to Acquire Emageon to Create Healthcare Technology Leader
Date:10/13/2008

Principal Shareholder Shows Continuing Commitment by Financing All Cash

Transaction Expected to Improve Speed-to-Market for Next Generation

Enterprise PACS

NEW YORK and BIRMINGHAM, Ala., Oct. 13 /PRNewswire-FirstCall/ -- Health Systems Solutions, Inc. (OTC Bulletin Board: HSSO) and Emageon Inc. (Nasdaq: EMAG) today announced the signing of a definitive agreement for HSS to acquire 100% of the stock of Emageon. The agreement was unanimously approved by their respective boards of directors as well as the Strategic Alternatives Committee of Emageon.

Under the terms of the agreement, HSS will acquire all outstanding shares of Emageon common stock for $2.85 a share, in an all cash transaction of approximately $62 million. The price represents approximately a 37% premium on Emageon's share price as of market close on Monday, October 13, 2008.

The consideration for the purchase is being financed by a facility of $85 million provided by Stanford International Bank Ltd, a member of the Stanford Financial Group and HSS' principal shareholder. The additional funds will be used for working capital and to fund growth initiatives. The financing will take the form of 6% Convertible Secured Debentures due 2013 with warrants to purchase up to 9 million shares of common stock.

"This transaction allows HSS to reach critical scale and positions us well for future growth. Our acquisition strategy is based upon using Emageon as our platform acquisition that will enable us to realize synergies from future acquisitions," said Stan Vashovsky, HSS' Chairman and CEO. "This transaction will offer us the ability to leverage Emageon's best-in-market products as well as broaden and strengthen our managemen
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SOURCE Health Systems Solutions, Inc.; Emageon Inc.
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