Merge Technologies Completes Merger with Cedara Software

On June 1, 2005, Merge Technologies Inc. (dba Merge eFilm), a leading global healthcare software and services company, completed its merger with Cedara Software Corp., a leading independent developer of medical software technologies for the global healthcare market, for $440 million. The transaction was structured using a plan of arrangement and exchangeable shares. The transaction was approved by the shareholders of both companies on May 24, 2005 and received final court approval from the Ontario Superior Court of Justice on May 26, 2005. Under the terms of the transaction, each outstanding Cedara common share was exchanged for 0.587 shares of Merge Technologies common stock and, at the option of each Canadian shareholder of Cedara Software, for 0.587 exchangeable shares in the capital of an indirect, wholly-owned Canadian subsidiary of Merge Technologies called Merge Cedara ExchangeCo Ltd. The exchangeable shares were issued by Merge Cedara ExchangeCo and will trade on the Toronto Stock Exchange under the ticker symbol MRG. Merge Technologies is listed on Nasdaq (MRGE).

The combined company will bring one of the most comprehensive image and information management solution sets to manage clinical and business work flow to the diagnostic OEM and end-user markets. Cedara Software will operate as a wholly-owned subsidiary of Merge Technologies.

Merge Technologies was represented by Michael Best & Friedrich LLP in Milwaukee, Wisconsin with a team that included Geoffrey Morgan, Michael Altman and Michael Dahm, and Blake, Cassels & Graydon LLP with a team that included Frank Guarascio, Pam Hughes and Jennifer Maxwell (M&A) and Leslie Morgan (tax).

Cedara Software was represented by a team from Stikeman Elliott LLP that included Dee Rajpal, Ken Pogrin, Lianne Miller, David Pickwoad and Jennifer Estrela, and a team from Debevoise & Plimpton LLP that included Alan Paley, Gary Friedman and David Mason.


Lianne Miller Jennifer Maxwell Michael Dahm Deepak (Dee) Rajpal Geoffrey Morgan Pamela S. Hughes Gary Friedman Alan H. Paley Frank D. Guarascio Ken Pogrin Michael Altman Jennifer Rafauli


Michael Best & Friedrich LLP Blake, Cassels & Graydon LLP Stikeman Elliott LLP Debevoise & Plimpton LLP