Filed
pursuant to Rule 433
Issuer
Free Writing Prospectus dated November 13, 2009 relating to the
Prospectus
dated November 5, 2009
Registration
No. 333-161691
The
information contained in this free writing prospectus supplements Merge
Healthcare Incorporated's (“Merge” or the “Company”) base prospectus dated
November 5, 2009 as set forth herein.
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News
Release
FOR
IMMEDIATE RELEASE
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Media
Contact:
Julie
Pekarek
Chief
Marketing Officer
414.977.4254
jpekarek@merge.com
MERGE
HEALTHCARE ANNOUNCES OFFERING
Milwaukee, WI
November 13, 2009 –
Merge Healthcare (NASDAQ: MRGE) (“Merge”) announced today that it is offering to sell
up to 9,034,033 shares of common stock in a registered direct offering to select
institutional investors at a purchase price of $3.00 per share. Merge
expects to enter into definitive agreements with respect to this offering later
today.
A shelf
registration statement, as amended, relating to these securities was previously
filed on September 3, 2009 (SEC No. 333-161691) and declared effective by the
Securities and Exchange Commission. A free writing prospectus was
filed today with the Securities and Exchange Commission. A prospectus
supplement related to the offering will be filed with the Securities and
Exchange Commission. This press release does not constitute an offer to sell or
the solicitation of offers to buy any security and shall not constitute an
offer, solicitation, or sale of any security in any jurisdiction in which such
offer, solicitation, or sale would be unlawful. Any offer will be
made only by means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. A copy of the
prospectus supplement and accompanying base prospectus can be obtained at the
Securities and Exchange Commission's website http://www.sec.gov or via written
request to Merge Healthcare Incorporated, 6737 W. Washington Street, Suite 2250,
Milwaukee, Wisconsin 53214, Attn: General
Counsel. Alternatively, the issuer will arrange to send you these
documents if you request them by calling 414.977.4067.
Merge Healthcare develops
software solutions that automate healthcare data and diagnostic workflow to
create a more comprehensive electronic record of the patient
experience. Merge products, ranging from standards-based development
toolkits to fully integrated clinical applications, have been used by healthcare
providers worldwide for over 20 years. Additional information can be found at
www.merge.com.
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Information
included in this news release may contain forward-looking statements,
concerning, among other things, Merge’s outlook, financial projections and
business strategies, all of which are subject to risks, uncertainties and
assumptions. These forward-looking statements are identified by their
use of terms such as “intend,” “plan,” “may,” “should,” “will,” “anticipate,”
“believe,” “could,” “estimate,” “expect,” “continue,” “potential,”
“opportunity,” “project” and similar terms. These statements are
based on certain assumptions and analyses that Merge believes are appropriate
under the circumstances. Should one or more of these risks or
uncertainties materialize, or should the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Merge can not guarantee that it will achieve these plans,
intentions or expectations.
Forward-looking
statements speak only as of the date they are made, and Merge undertakes no
obligation to publicly update or revise any of them in light of new information,
future events or otherwise, except as required by law. Factors that
could have a material adverse effect on operations and future prospects of Merge
include, but are not limited to: market acceptance and performance of Merge’s
products and services; the impact of competitive products and pricing; the risks
and effects of its recent securities issues; the past restatement of our
financial statements; the amount of the costs, fees, expenses and charges
related to the acquisition of etrials Worldwide, Inc. (“etrials”), Confirma,
Inc. (“Confirma”) and other non-material acquisitions; the ability of Merge
Healthcare to integrate its acquisitions, such as etrials and Confirma,
successfully; whether the acquisitions will result in the enhancement of value
and benefits to customers and to Merge Healthcare’s stockholders; general
economic and business conditions; global economic growth and activity; industry
conditions; and changes in laws or regulations, including but not limited to
U.S. health care reform; our ability to generate sufficient cash from operations
to meet future operating, financing and capital requirements, including
repayment obligations with respect to our outstanding indebtedness; risks
associated with our prior delays in filings with the SEC or our ability to
continue to meet the listing requirements of The NASDAQ Global Market; the
costs, risks and effects of various pending legal proceedings and investigations
and other risk factors detailed in our filings with the Securities and Exchange
Commission. These uncertainties and risks may cause our actual future
results to be materially different than those expressed in our forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date the statement
was made. We undertake no obligation to update such forward-looking
statements or any of such risks, uncertainties and other factors, except as
required by law.
The
issuer has filed a registration statement (including the Prospectus)
(Registration No. 333-161691) with the SEC for the Offering to which this
communication relates. A prospectus supplement related to the
Offering will also be filed with the Securities and Exchange
Commission. Before you invest, you should read the Prospectus in that
registration statement and the prospectus supplement and other documents the
issuer has filed or will file with the SEC for more complete information about
the issuer and the Offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively,
the issuer will arrange to send you these documents if you request them by
calling (414) 977-4067.