Emageon demands that HSS merger is finalized by today

Emageon's HeartSuite Vericis is designed for vascular ultrasound studies. Image Source: Emageon

Emageon has formally demanded a closing of its pending merger with Health Systems Solutions (HSS) by today, Dec. 23.

The two companies signed a definitive agreement in October, in an all cash transaction totaling approximately $62 million.

“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, CEO of the Birmingham, Ala.-based Emageon. “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.”

Jett said that there “is no due diligence condition in the merger agreement and the time for due diligence ended when the parties signed the merger agreement. 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.”

He added that “Health Systems is clearly stalling for reasons that are not apparent to us and unrelated to any purported breaches of the merger agreement. 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.”

In the event the closing does not occur by Dec. 23, Emageon said that it intend to pursue “our rights and remedies under the merger agreement.”