UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_____________________
SCHEDULE
14D-9
Solicitation/Recommendation
Statement under
Section
14(d)(4) of the Securities Exchange Act of 1934
------------------------
ETRIALS
WORLDWIDE, INC.
(Name of
Subject Company)
ETRIALS
WORLDWIDE, INC.
(Name of
Person Filing Statement)
Common
Stock, Par Value $0.0001 Per Share
(Title of
Class of Securities)
29786P103
(CUSIP
Number of Common Stock)
____________________
Joseph
(Jay) F. Trepanier
Chief
Financial Officer
etrials
Worldwide, Inc.
4000
Aerial Center Parkway
Morrisville,
North Carolina 27560
(919)
653-3400
(Name,
address and telephone number of person authorized to receive notice and
communications on behalf of the person filing statement)
______________________
Copy
to:
Donald
R. Reynolds, Esq.
Alexander
M. Donaldson, Esq.
Wyrick
Robbins Yates & Ponton LLP
4101
Lake Boone Trail, Suite 300
Raleigh,
North Carolina 27607
(919)
781-4000
[X] Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Script
for address on June 1, 2009 by M. Denis Connaghan, Chief Executive Officer of
etrials Worldwide, Inc., to employees of etrials Worldwide, Inc.
Merge-etrials
Employee Communication Script
Good
morning and
thank
you all for attending.
Four
weeks ago when we met I informed you of the proposed acquisition of etrials by
BioClinica.
As
clearly communicated to you at that time, the acquisition was not yet final and
subject to the terms and conditions outlined in the press release of May 5
th
and
subsequent SEC filings.
That
being said the Board of etrials remained obligated to maximize shareholder value
and evaluate any unsolicited offers by third parties recognizing the strong
value in the etrials business. The agreement with BioClinica was
amended with an increase in the sale price announced on May 19
th
. This
was the result of an unsolicited third-party’s offer to acquire
etrials.
Today is
another exciting day of news for all in and around etrials. We are
announcing that the etrials’ Board of Directors received a further unsolicited
bid from the same third party for the acquisition of etrials and determined that
this company’s offer was superior to that of BioClinica. As a result
etrials terminated the agreement with BioClinica and has signed an agreement
with Merge Healthcare.
That
superior offer by Merge Healthcare equates to approximately $1.70 per etrials’
share made up of 80 cents in cash and approximately 90 cents in Merge
stock. Further financial details of the agreement can be found in the
joint press release, which came out this morning.
For those
of you who are unfamiliar, Merge provides imaging and information management
software solutions to the healthcare market. For over 20 years, Merge
has been an innovator focused on solving the unique visualization, connectivity
and workflow issues posed by the adoption of digital medical
imaging.
Merge is
headquartered in Milwaukee, WI, and has offices in Ohio, Canada, The Netherlands
and China with approximately 300 employees worldwide.
I am very
confident that this is a great opportunity for all of etrials; you, our
employees, our customers and our shareholders.
Given
etrials’ impressive eClinical portfolio and expertise and with the growing
demand for Merge’s imaging technology in the clinical trials environment,
especially oncology, this acquisition enables both companies an opportunity to
deliver greater value to customers and accelerate each others’ growth strategy
to capture increased market share at a faster rate.
As our
customers are increasing their use of imaging to prove the efficacy of new
treatments and therapies, Merge sees etrials as being the cornerstone of its
eClinical strategy of offering clients much broader, unique and integrated
eClinical solutions.
The Merge
acquisition offers a tremendous opportunity for etrials’ customers because there
is no product overlap. Our etrials’ EDC, IVR/IWR and eDiary solutions
will become the launching pad for Merge’s eClinical division, while providing a
platform for the integration of Merge’s premier imaging solutions into
mainstream clinical studies. Additionally, there is no customer overlap, which
means, each company will be able to leverage existing relationships for cross-
and up-sell opportunities.
This
agreement makes etrials employees part of a larger, financially secure and
growing global organization. This presents you, our employees, with greater
opportunities for career development, training and the ability to acquire new
skills.
As was
previously the case, due to the regulatory nature of publicly traded companies,
there are limits to what I can say, and to what types of activities each company
can participate in, prior to the merger being finalized. But I can say that
Merge is absolutely committed to moving this process along as quickly and as
smoothly as possible.
Upon
completion, which is expected to be in July, we will be able to work directly
with the Merge team. Until then, we must work separately, diligently and in
parallel toward the goal of integrating both organizations. Getting
this integration right is of the utmost importance.
As we
move closer to finalizing the acquisition we will be communicating on a regular
basis to keep you apprised of progress.
Now, from
an organizational perspective, there is no product or customer
overlap. What the etrials team does is unique and additive to what
the Merge team does. This means that etrials will be the Merge
eClinical division, reporting directly to Merge CEO, Justin
Dearborn. There are no plans to close the North Carolina
office. etrials will have a close relationship with the clinical
trials specialists within the Merge OEM team. We expect there also
will be joint product development and support.
As with
the previous announcement, I am asking all of you to remain focused on the job
at hand with a strong emphasis on customer service.
From what
I’ve observed, you’ve done just that over the past month. In the midst of
change, you have come together as a team, placing a high emphasis on quality and
timely customer service. I ask that you continue the great
work.
In recent
weeks, we have seen a great deal of interest and activity, as well as client
satisfaction. In light of today’s exciting news and with DIA right
around the corner, now is the time to keep that momentum going.
Again,
you are our company’s greatest asset, and our clients rely on you for their very
important clinical study work. That must remain our top priority!
Turning
to HR-related questions, Merge has decided to keep our insurance providers
throughout the remainder of the year, after which, we would switch to the Merge
plan of benefits. Specifics on that will come later, but I can tell you that
from my review the Merge plan is generally equivalent to our own.
In terms
of operating structure, our office will remain in Morrisville and be Merge’s
eClinical division, reporting directly to Merge CEO, Justin
Dearborn. Your current reporting structure will remain business as
usual.
In terms
of client communication, we will follow the same strategy which was previously
successful. Following this meeting the Senior Management Team will be
making personal calls to key client contacts, followed by an email blast and
posting of client-facing FAQ documents on our web site.
In
addition, after this meeting, Michael and Ann Marie will be meeting with their
respective teams to implement further specific client communication
plans.
I’d also
like to remind all of you that given the nature of this event, it is of the
utmost importance that we do not discuss these matters with anyone outside of
etrials.
We are
all still under confidentiality agreements. Due to SEC guidelines, we are not
permitted to trade either company’s stock at this time, so consider this a black
out period.
In
closing, I would like to emphasize how very excited I am with this Merge
announcement as it clearly demonstrates Merge’s recognition of our company’s
value, potential, and client needs.
Together,
it provides us with the opportunity to create one of the most formidable
eClinical solution suites available in the clinical trials development
marketplace.
I’d like
to take this opportunity to thank all of you for your hard work and dedication.
Please continue to remain diligent day in and day out and place a strong
emphasis on customer service.
Now, I’d
like to introduce Justin Dearborn, CEO of Merge Healthcare who would like to say
a few words. Justin?
At this
point, we’ll open it up to Q&A.
Thank you
all. Please read the FAQs that Chris will send out and will be posted on our
Intranet and Internet and refer any further questions to your respective
manager.
# # #
FAQ
delivered to etrials Worldwide, Inc. employees on June 1, 2009.
Merge
Healthcare Acquisition of etrials – Employee FAQ
June
1, 2009
Q: What
is the effective date of the acquisition of etrials by Merge?
A: The
public announcement of the Merge offer to acquire etrials Worldwide, Inc., takes
place today on June 1, 2009.
Q: When
will the acquisition be final?
A: The
merger agreement between etrials and Merge Healthcare was signed May 30, 2009.
The transaction is expected to close in July 2009.
Q: When
will the transition take place?
A: Because
we are both publically traded companies, there are a set of procedures and
regulations that we must adhere to, including SEC rules. As such, we are limited
to the types of activities that can take place until the transaction is
completed.
Through
this time and up to the time of completion of the transaction, more details will
become available as to the integration of the two organizations working
environments.
Both
companies are working diligently to move toward the completion of the
transaction. Upon that completion, etrials will be able to work directly with
the Merge team. Because we are both publically traded companies, we must work
separately, but in tandem.
Q: What
are the financial terms?
A: The
financial terms of the agreement are outlined in the press release that was
published on our web site this morning and in documents being filed with the
SEC.
Q: Who
is Merge Healthcare?
A: Merge
Healthcare (NASDAQ MRGE) provides imaging and information management software
solutions to the healthcare market. For over 20 years, Merge has
focused on solving the unique visualization, connectivity and workflow issues
posed by the adoption of digital medical imaging. Headquartered in
Milwaukee, WI, Merge has offices on 3 continents and approximately 300 employees
worldwide.
Merge has
strong brand leadership in the medical imaging toolkit market with its
MergeCOM-3™ DICOM toolkit, as well as in desktop diagnostic review software
through its eFilm Workstation®.
Q: I
thought etrials was already acquired by BioClinica. What
happened?
A: On
May 5, 2009, etrials and BioClinica jointly announced the proposed acquisition
of etrials by BioClinica (NASDAQ: BITI) and subsequently amended
their offer on May 15, and May 19, 2009. However, etrials had an
obligation to its shareholders to entertain any superior offers. etrials’ Board
determined that the Merge proposal was a superior offer.
Q: Why
is Merge acquiring etrials?
A: The
combination of etrials’ eClinical portfolio and the breadth of Merge’s imaging
technology creates new capabilities to meet the growing demand for imaging in
the eClinical space. This acquisition allows both organizations to
jointly expand their footprint in the life sciences and healthcare IT
arena.
The
combination will also accelerate both companies’ strategy to deliver increased
value to customers. Customers are increasing their use of imaging to prove the
efficacy of new treatments and therapies, while at the same time demanding more
comprehensive and integrated eClinical solutions to provide high quality data in
real-time.
The
addition of image management and workflow expertise broadens etrials’
capabilities on a global scale, especially in oncology trials which can benefit
from Merge’s tumor tracking and measurement solutions.
Q: How
will etrials’ customers benefit?
A: Because
there is no product overlap, etrials’ clients have the comfort of knowing the
solution that they selected and are using will be the go-forward
platform.
etrials’
EDC, IVR/IWR and eDiary solutions are planned to become the flagship products of
Merge’s eClinical division, while also providing a platform for Merge’s clinical
trials imaging solutions.
etrials’
clients can also be assured that Merge has made a strong commitment to the
clinical trials market through this proposed acquisition. Merge also
brings financial stability and strength for etrials.
Q: Who
will lead this initiative?
A: etrials’
CEO, Denis Connaghan, will work closely with Merge Healthcare’s CEO, Justin
Dearborn in order to ensure the success of this transaction.
Q: When
will our clients be informed of this change?
A: As
was the case with the BioClinica announcement, client communication will begin
immediately. We are currently planning several actions to inform our customers
and make sure that they are aware and comfortable with this change.
On June
1, an email message will be sent to all client contacts to inform them of the
planned change. This email campaign will be closely followed by
telephone calls from executive team members. Additional client communication
actions are planned when the acquisition is finalized.
Q: How
can I learn more about Merge Healthcare?
A: One
of the chief goals is to ensure this transition is as smooth as possible for all
etrials employees. You can learn more about Merge, its clients, office
locations, and leadership, by visiting: www.merge.com.
Q: How
will the etrials team fit organizationally within Merge?
A:
etrials will be a
business unit within Merge, with access to clinical trials resources and product
development from Merge OEM.
Q: How
does this benefit etrials’ employees?
A: This
agreement makes etrials employees part of a larger, financially secure and
growing global organization.
As
employees with a larger company, this presents greater opportunities for career
development, training, and the ability to acquire new skills.
Q: How
will my job be affected as a result of this acquisition?
A: Once
the acquisition closes in July, we hope that all etrials’ employees will choose
to become Merge Healthcare employees.
Keeping
all of our existing clients is, of course, a top priority and the valuable
service provided by etrials’ employees will be crucial to support clients
without interruption. Your talent is crucial for ensuring our
continued success.
Q: Will
my job responsibilities change?
A: Customer
service will remain the highest priority. In terms of job responsibilities, it
should be business as usual for all etrials employees.
Q: Who
will be my team lead/manager at Merge?
A: As
both companies transition to close the merger transaction, details such as
organizational structure will be finalized. We do not anticipate any
immediate changes in the reporting structure.
Q: Will
our clients/project work be affected?
A: No.
Again, consider it business as usual for all client work. The agreement is
designed to be seamless and transparent to clients and their projects, but our
clients will now have the ability to gain access to an expanded set of services
and capabilities, as will the current Merge clients.
For more
information on client communication, please refer to the Client-Facing
FAQ.
Q: How
will my clients be notified?
A: Michael
Mickens and etrials’ executives are scheduling email, phone and personal
meetings with all clients regarding the agreement.
Please
direct any other inquiries to your appropriate manager immediately upon
receiving them.
Q: I
receive and respond to RFPs for etrials. Will I continue to do so for
Merge?
A: Sales,
Contracts and Proposals, and Sales Operations professionals should continue to
drive RFP’s forward under the etrials name until the acquisition is
finalized.
HR-related
– Benefits, Payroll, PTO
Q: Will
my healthcare and dental benefits change?
A: There
is no immediate plan to change etrials’ employee healthcare and dental benefits
throughout the remainder of the year.
It is
certainly likely that etrials’ benefits will change over to the Merge benefits
package during the enrollment period for 2010.
Q: Will
our payroll schedule change?
A:
No
Q: Are
there different HR policies, agreements and/or procedures that employees will
need to follow? When is the joint company integration plan to be rolled
out?
A: The
Merge human resources team is planning the integration strategy, which is
scheduled to be rolled out after the transaction has been
consummated. This will consist of the benefits transition, HR
policies and procedures manual, and distribution of agreements (confidentiality,
invention assignment, insider trading).
Q: What
happens to my unused vacation time?
A: Merge
will honor all 2009 vacation hours earned, but not taken, for etrials’ employees
as of the closing date of the acquisition.
Q: Will
I have sick/personal time available to me?
A: Sick/personal
days will not fall under the Merge benefit plan in 2009. At a date
and time yet to be specified, the Merge team will conduct employee presentations
relating to all benefits programs.
Q: What
is the Merge holiday schedule?
A:
etrials will recognize the holidays in 2009 per our existing
policy.
Q: What
will happen with my etrials’ Retirement Plan?
A: The
details of the etrials’ 401K retirement plan will be worked out over the coming
weeks and shared as soon as available after the acquisition is finalized.
Until
then and as it stands now, etrials’ plan participants may still manage their
accounts and transfer within the available investment options.
Other
General Questions:
Q: Are
there going to be immediate management changes?
A: There
will be no immediate management changes. For the next five to six
weeks, our management and all employees will remain focused on servicing our
clients and closing many of the exciting opportunities our sales team have
identified.
Q: Where
is the company HQ going to be located?
A: The
Milwaukee, Wisconsin (USA) office will remain Merge Healthcare’s worldwide
company headquarters.
Q: Will
etrials’ offices be closed or relocated?
A: The
Morrisville office will continue to be the center of etrials’
operations.
Q: Will
the stock ticker symbol change?
A: The
etrials stock will cease trading when the transaction is
consummated.
Q: Are
employees allowed to buy Merge and/or etrials’ stock?
A: At
this time there is a black out period in effect for transactions in either
etrials (ETWC) and/or Merge (MRGE) stock by both company’s employees. Jay
Trepanier will notify etrials’ employees once this black out period is over and
employees may once again buy stock.
Q: I
have specific questions that were not addressed on this document. Who
should I contact?
A: Please
contact your respective senior management team member with any outstanding
questions about this change.
Notice to
Investors
The
tender offer for the outstanding shares of common stock of etrials Worldwide,
Inc. has not yet commenced. No statement in this announcement is an offer
to purchase or a solicitation of an offer to sell securities. At the time the
tender offer is commenced, Merge Healthcare, Inc., will file a tender offer
statement on Schedule TO with the U.S. Securities and Exchange Commission (the
“SEC”), and etrials will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. Stockholders are urged to
read both the tender offer statement, including the offer to purchase and letter
of transmittal, and the solicitation/recommendation statement because they will
contain important information. etrials stockholders and other investors will be
able to obtain copies of these materials without charge from the SEC through the
SEC’s website at www.sec.gov, from Merge Healthcare (with respect to documents
filed by Merge Healthcare with the SEC) by going to the Investor Relations
section of Merge’s website at www.merge.com, or from etrials (with respect to
documents filed by etrials with the SEC) by going to the Investor Relations
section of etrials’ website at www.etrials.com. Stockholders and other investors
are urged to read those materials carefully prior to making any decisions with
respect to the offer.
Letter,
dated June 1, 2009, delivered to etrials Worldwide, Inc. clients.
Monday,
June 1, 2009
Dear
:
Last
month, I informed you of BioClinica’s intention to acquire etrials Worldwide. As
we are a publicly traded company and the proposed BioClinica transaction was not
yet finalized, etrials was obligated to consider superior offers. As a result,
the etrials Board of Directors has agreed to accept a superior offer to acquire
etrials by Merge Healthcare, Incorporated. The merger agreement between etrials
and Merge was signed May 30, 2009, and the transaction is scheduled to close in
July 2009.
A true
pioneer in medical imaging software and services, Merge Healthcare’s solutions
help solve mission-critical issues for radiology practices, outpatient imaging
centers, hospitals, imaging companies, distributors, pharmaceutical companies
and device manufacturers worldwide.
We are
extremely excited about this merger and strongly believe it provides our
customers and business with the added financial strength, critical mass,
additional imaging capabilities, experience and stability of a larger,
international organization that shares our deep commitment to providing superior
customer service and innovative eClinical solutions.
Merge has
participated in the clinical trials market by providing image management and
measurement solutions. Now, etrials’ EDC, IVR/IWR and eDiary
solutions are planned to become the flagship products of Merge’s eClinical
division, while also providing a platform for Merge’s clinical trials imaging
solutions.
I want to
emphasize our commitment to minimizing any possible effect this process may have
on your study project work. I would also like to point out that there is no
product or customer overlap between etrials and Merge. Our
expectation is that you will not need to do anything different to continue to
work with etrials.
Over the
coming days, we will be contacting you directly to personally address any of
your individual questions.
Meanwhile,
please see the attached Frequently Asked Questions document or visit the Merge
Healthcare web site (www.merge.com) to learn more.
Thank you
very much for your continued partnership and support.
Sincerely,
M. Denis
Connaghan
President
and CEO
FAQ
accompanying the letter dated June 1, 2009 delivered to etrials Worldwide, Inc.
clients and to be available to etrials Worldwide, Inc. stockholders on the
etrials Worldwide, Inc. website.
Merge
Healthcare Acquisition of etrials – FAQ document
Prepared
for public distribution via www.etrials.com
June
1, 2009
Q: What
are you announcing today?
A: On
June 1, 2009, Merge Healthcare and etrials jointly announced that they have
signed an agreement whereby Merge will acquire etrials Worldwide, Inc. The
agreement was effective on May 30, 2009.
Q: Who
is Merge Healthcare?
A: Merge
Healthcare (NASDAQ MRGE) provides imaging and information management software
solutions to the healthcare market. For over 20 years, Merge has
focused on solving the unique visualization, connectivity and workflow issues
posed by the adoption of digital medical imaging. Headquartered in
Milwaukee, Wisconsin, Merge has offices on 3 continents and approximately 300
employees worldwide.
Merge has
strong brand leadership in the medical imaging toolkit market with its
MergeCOM-3™ DICOM toolkit, as well as in desktop diagnostic review software
through its eFilm Workstation®.
Q: What are the financial details of
this acquisition?
A: The
financial terms of the agreement are outlined in the press release published on
each company’s web site and in documents filed with the SEC.
Q:
When will this acquisition be finalized?
A: The
merger agreement between etrials and Merge Healthcare was signed May 30, 2009.
The transaction is expected to close in July 2009.
Q: I
thought etrials was already acquired by BioClinica. What
happened?
A: On
May 5, 2009, etrials and BioClinica jointly announced the proposed acquisition
of etrials by BioClinica (NASDAQ: BITI) and subsequently amended
their offer on May 15, and May 19, 2009. However, etrials had an
obligation to its shareholders to entertain any superior offers. etrials’ Board
determined that the Merge proposal was a superior offer.
Q:
Why did Merge move to acquire
etrials?
A: The
combination of etrials’ eClinical portfolio and the breadth of Merge’s imaging
technology creates new capabilities to meet the growing demand for imaging in
the eClinical space. This acquisition allows both organizations to
jointly expand their footprint in the life sciences and healthcare IT
arena.
The
combination will also accelerate both companies’ strategy to deliver increased
value to customers. Customers are increasing their use of imaging to prove the
efficacy of new treatments and therapies, while at the same time demanding more
comprehensive and integrated eClinical solutions to provide high quality data in
real-time.
The
addition of image management and workflow expertise broadens etrials’
capabilities on a global scale, especially in oncology trials which can benefit
from Merge’s tumor tracking and measurement solutions.
Q: Is
there overlap between Merge and etrials?
A:
etrials’ product offerings have no overlap with Merge products. As a
result, both companies have the ability to capitalize on emerging business
growth opportunities and deliver added value to their customers, partners and
shareholders. Moreover, etrials and Merge have unique current clinical trials
customers. This provides each company the ability to extend new
solutions to their installed base.
Q: How
does this affect etrials’ business partners?
A: Merge
and etrials are committed to continue and grow relationships with business
partners after the acquisition is complete.
Q: What
is Merge’s experience in clinical trials?
A: Merge
OEM has always focused on opportunities to develop imaging solutions for new
medical markets or adjacencies. Several years ago, the clinical
trials market was identified as a key market opportunity because of the
increasing importance of imaging. As Robards Research Institute noted
in a 2004 press release, “The U.S. Federal Drug Administration (FDA) is
increasingly requesting imaging data as part of the approval process for
clinical trial submissions. Imaging is now widely recognized as a powerful and
non-invasive tool to look inside the body and study ways to increase the safety
and efficacy of new drugs being brought to market…Every preclinical model of
human disease requires expertise in specific imaging modalities and analysis
techniques.”
The Merge
OEM team began marketing its image management applications to imaging core labs,
because many of them had home grown systems that needed improvements such as
basic PACS viewing and custom measurement tools. Contract research
organizations (CRO’s) and even pharmaceutical companies became interested in
these solutions as a way to provide image viewing and analysis
services. The configuration of Cedara I-Response™, an important Merge
OEM product, serves as a clinical trials viewer and has been well received. The
National Institute of Health currently uses a version of I-Response with server
side rendering for its archive (more detail can be found at:
https://cabig.nci.nih.gov/tools/NCIA
).
Cedara I-Response has also been utilized to gather critical diagnostic
measurements and to assist with clinical research and clinical trials related to
therapy effectiveness.
Q:
How will etrials’ customers benefit?
A:
Because there is no product overlap, etrials’ clients have the comfort of
knowing the solution that they selected and are using will be the go-forward
platform.
etrials’
EDC, IVR/IWR and eDiary solutions are planned to become the flagship products of
Merge’s eClinical division, while also providing a platform for Merge’s clinical
trials imaging solutions.
etrials’
clients can also be assured that Merge has made a strong commitment to the
clinical trials market through this proposed acquisition. Merge also
brings financial stability and strength for etrials.
Q: How
will the etrials team fit organizationally within Merge?
A:
etrials will be a business unit within Merge, with access to clinical trials
resources and product development from Merge OEM.
Q:
Where is the company headquarters going to be located?
A: The
Milwaukee, Wisconsin (USA) office will continue to be the worldwide company
headquarters for Merge Healthcare.
Merge
also has offices in Cleveland, Ohio; Mississauga, Ontario (Canada); Shanghai,
China; and Nuenen, The Netherlands.
etrials’
Morrisville, North Carolina (USA) office will continue to be the center of
etrials’ operations.
Q: What
happens next? Is this a done deal?
A: It
is not a done deal. etrials’ shareholders must tender a sufficient
number of shares to Merge and, if necessary, vote in support of the
agreement. The Securities and Exchange Commission (SEC) will
also review the transaction documents submitted to etrials
shareholders.
Q:
Will the stock ticker symbol change?
A: Upon
the closing of the transaction, the etrials stock ticker symbol will no longer
exist. The Merge ticker symbol on the NASDAQ exchange, MRGE, will represent the
combination of the two companies after the closing date.
Q:
What happens to our etrials stock?
A: Please
reference the documents filed with the SEC and posted on the Merge Healthcare
web site (www.merge.com) and on the etrials web site
(www.etrials.com).
Notice to
Investors
This
announcement and the description contained herein are for informational purposes
only and are not an offer to purchase or a solicitation of an offer to sell
securities of etrials. The tender offer described herein has not yet been
commenced AND THE REGISTRATION STATEMENT HAS NOT BECOME EFFECTIVE. PRIOR TO
the time the tender offer is commenced, Merge intends to file a registration
statement on Form S-4 and a tender offer statement on Schedule TO containing an
offer to purchase, a letter of transmittal and other related documents with the
Securities and Exchange Commission. At the time the tender offer is commenced,
etrials intends to file with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9 and, if required, will
file a proxy statement or information statement with the Securities and Exchange
Commission in connection with the merger, the second step of the transaction, at
a later date. Such documents will be mailed to stockholders of record and will
also be made available for distribution to beneficial owners of common stock of
etrials. The solicitation of offers to buy common stock of etrials will only be
made pursuant to the offer to purchase/PROSPECTUS, the letter of transmittal and
related documents. Stockholders are advised to read the offer to
purchase/PROSPECTUS and the letter of transmittal, the
solicitation/recommendation statement, the REGISTRATION STATEMENT, THE
proxy statement, the information statement and all related documents, if and
when such documents are filed and become available, as they will contain
important information about the tender offer and proposed merger. Stockholders
can obtain these documents when they are filed and become available free of
charge from the Securities and Exchange Commission’s website at
http://www.sec.gov, or from the information agent Merge selects. In addition,
copies of the solicitation/recommendation statement, the proxy statement
and other filings containing information about etrials, the tender offer
and the merger may be obtained, if and when available, without charge, by
directing a request to etrials, or on etrials’ corporate website at
http://www.etrials.com. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THESE DOCUMENTS AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
|
ETRIALS
WORLDWIDE, INC.
|
|
|
|
By:
/s/ M. Denis
Connaghan
|
|
M.
Denis Connaghan
|
|
President
and Chief Executive Officer
|
Dated:
June 1, 2009
Etrials Worldwide (MM) (NASDAQ:ETWC)
過去 株価チャート
から 5 2024 まで 6 2024
Etrials Worldwide (MM) (NASDAQ:ETWC)
過去 株価チャート
から 6 2023 まで 6 2024