EICU Visicu (MM)

Item 1.01 Entry into a Material Definitive Agreement.

(a) Merger Agreement

Visicu, Inc. (“Visicu” or the “Company”) announced that it has entered into a definitive merger agreement (the “Merger Agreement”) dated December 18, 2007 to be acquired (the “Merger”) by Philips Holding USA Inc., a global leader in healthcare, lighting and consumer lifestyle (“Philips”), in an all cash transaction valued at approximately $430 million USD. Under the terms of the Merger Agreement, Visicu stockholders would receive $12.00 per share in cash at closing, representing a premium of approximately 35% over the Visicu stock closing price on NASDAQ on December 17, 2007.

On the unanimous recommendation of a special committee of the Board of Directors, which is comprised solely of independent directors, the Company’s Board of Directors has approved the Merger and recommended its approval by stockholders. A special meeting of stockholders to approve the Merger will be scheduled at a later date. The Merger is expected to close in the first quarter of 2008.

The completion of the Merger is subject to the terms and conditions of the Merger Agreement, including the approval of the Company’s stockholders, customary regulatory clearance and other closing conditions. Following the closing of the Merger, shares of Visicu common stock will no longer be listed on NASDAQ. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, Visicu may be required to pay Philips a termination fee of $12,825,000.

The foregoing summary of certain terms of the Merger Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (“Form 8-K”) and is incorporated herein by reference.

The Merger Agreement has been filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual, business or operational information about the parties thereto. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such Merger Agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by disclosures: (i) exchanged between the parties in connection with the execution of the Merger Agreement and (ii) contained in the disclosure schedules to the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk among the parties to the Merger Agreement instead of establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

In connection with the proposed transaction, Visicu will file a proxy statement with the Securities and Exchange Commission (“SEC”). Stockholders are strongly advised to read the proxy statement and any other relevant documents filed with the SEC as they become available because they will contain important information about the proposed transaction. Stockholders may obtain a copy of the proxy statement when available along with documents filed by the Company, free of charge, by contacting Visicu Investor Relations: in writing at Visicu, Inc., 217 E. Redwood Street Suite 1900, Baltimore, MD 21202-3315, by telephone at (410) 276-1960, or by accessing the Visicu website at www.VISICU.com , or the SEC website at www.sec.gov .

The Company and its directors, executive officers, and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information regarding the interests of such directors and executive officers in the solicitation will be more specifically set forth in the proxy statement concerning the proposed transaction that will be filed with the SEC. In addition to the proxy statement, Visicu files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information at the SEC public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-3030 for further information on the