BIRMINGHAM, AL – Emageon executives have formally demanded a closing of the company's pending merger with Health Systems Solutions, Inc. by Tuesday, accusing New York-based HSS of "stalling."
The deal was first announced Oct. 14, pending approvals, and Emageon shareholders approved the proposed sale on Dec. 18. HSS officials said then that they would use Emageon as a platform for growth.
HSS was to pay $62 million, or $2.85 a share, for Emageon, which provides information technology systems for hospitals, healthcare networks and imaging facilities.
"We believe we have an obligation to consummate our merger in an expeditious manner in accordance with the requirements of both parties under the merger agreement," said Chuck Jett, chief executive officer of Emageon, in a news release. "We also believe our stockholders, who have resoundingly supported this transaction, desire us to move forward without delay. Health Systems has not agreed to set a closing date, instead making additional due diligence requests. This news was especially surprising given Health Systems' recent public and private support of the transaction."
"There is no due diligence condition in the merger agreement and the time for due diligence ended when the parties signed the merger agreement," Jett said. "Health Systems has also asserted purported breaches of our representations, warranties and covenants under the merger agreement, which we categorically deny and reject as immaterial.
"Health Systems is clearly stalling for reasons that are not apparent to us and unrelated to any purported breaches of the merger agreement," Jett continued. "We believe we have satisfied our conditions to closing and that it is time for Health Systems to comply with its obligations and close the merger."
If the closing does not occur by Tuesday, Jett said, "we intend to pursue our rights and remedies under the merger agreement."
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