EMAGEON, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EMAGEON INC.
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[Form Letter to Emageon Customers]
October 14 , 2008
Dear
Emageon Customer,
Last night we announced the signing of a definitive agreement for the acquisition of Emageon
Inc. by Health Systems Solutions, Inc. The purpose of this letter is to provide our customers with
details of the transaction.
Health Systems Solutions will acquire 100% of the stock of Emageon through an all cash transaction
of approximately $62 million, financed by Stanford International Bank, a member of the Stanford
Financial Group, which is HSS principal shareholder. All of the definitive agreements have been
signed. The transaction will close as soon as shareholder approval is
obtained and customary closing conditions are met.
First and foremost I want you to know that once the acquisition is complete, our
management and operating team will stay intact and will continue to
serve you and your business with the same care and attention you
receive today. You will experience no change to the way in which you
do business with Emageon.
HSS is a technology and services company dedicated to bringing innovation to the health care
industry. Its objective is to leverage current and next-generation technologies to offer
value-added products and services which will generate improved clinical, operational and financial
outcomes for its clients. The HSS portfolio of products and services extends across many segments
of health care including home health care, medical staffing, acute and post-acute facilities, and
telehealth/telemedicine, grouped into three segments: technology solutions, software and
consulting.
Our goal
is to create a company that is in a position to service you better than anyone in the
industry. HSS and its principal shareholder, The Stanford Financial
Group, have articulated a long term strategy to build a significant
healthcare technology company. We believe this long term orientation
will better serve our business as we go forward. As we evaluated joining with HSS, we considered what was best for our customers. Culturally,
Emageon and HSS have the same commitment to delivering outstanding service and support to our
customers. By leveraging our combined capabilities, we can deliver a broader set of services with
more available resources than before.
The entire
Emageon team is excited about this next phase in our journey to serve
our customers. Our customers are our reason for being. I am confident
that this transaction will
enhance our ability to continue serving you well.
Best Regards,
Charles A. Jett, Jr.
Chief Executive Officer
Additional Information About The Merger
In connection with the proposed merger, Emageon will file a proxy statement and other relevant
documents concerning the proposed merger with the SEC. SHAREHOLDERS OF EMAGEON ARE ENCOURAGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement (when available)
and other documents filed by Emageon at the Securities and Exchange Commissions Web site at
http://www.sec.gov. Copies of the proxy statement can also be obtained, without charge, by
directing a request to:
Emageon Inc.
1200 Corporate Drive, Suite 200
Birmingham, Alabama 35242
Attn.: Matt Geller
Telephone Number: (205) 980-9222
Emageon and its directors and executive officers and other members of management and employees may
be deemed to participate in the solicitation of proxies in respect of the proposed merger.
Information regarding Emageons directors and executive officers is available in Emageons annual
report on Form 10-K for its fiscal year ended December 31, 2007 filed with the SEC on March 17,
2008 and amended on April 29, 2008, and in its proxy statement for its 2008 annual meeting of
shareholders filed on June 23, 2008. Additional information regarding the interests of such
potential participants will be included in the proxy statement relating to the merger and the other
relevant documents filed with the SEC when they become available.
[Form Letter to Emageon Employees]
October 14, 2008
Dear Emageon Associate:
Yesterday we announced the signing of a definitive agreement for the acquisition of Emageon by
Health Systems Solutions, Inc. The purpose of this communication is to provide all employees with the details of the transaction.
Health Systems Solutions will acquire 100% of the stock of Emageon through an all cash transaction of approximately $62 million, financed by Stanford
International Bank, a member of the Stanford Financial Group, which is HSS principal shareholder.
All of the definitive agreements have been signed. The transaction will close as soon as shareholder approval is obtained and other customary closing conditions are met.
Once the transaction is closed, we will become a part of HSS, which I believe will create
opportunities for you to grow within the combined organization. The cultural goals articulated by HSS senior management are very compatible with those of Emageon. Integrity, Quality and
a Customer Centric approach will continue to be the foundation.
HSS is a technology and services company dedicated to bringing innovation to the health care
industry. Its objective is to leverage current and next-generation technologies to offer
value-added products and services which will generate improved clinical, operational and financial
outcomes for its clients. The HSS portfolio of products and services extends across many segments
of health care including home health care, medical staffing, acute and post-acute facilities, and
telehealth/telemedicine, grouped into three segments: technology solutions, software and
consulting.
Our Board of Directors worked tirelessly to find the very best
outcome for our employees, customers and shareholders. Being a part
of HSS will give us an opportunity for stable long-term growth that
we have not had previously. Were excited about our transaction
with HSS and look forward to creating a compelling source of healthcare IT innovation . An
immediate benefit is to accelerate the speed to market of a better next generation of Picture
Archiving and Communications Systems (PACS) just as the next replacement cycle is beginning.
It has been almost nine years since I joined a pre-review
start-up. We have been on a remarkable ride together. Please know
that I have developed a deep appreciation for all of you. This ride
is not over it is time to rekindle the entrepreneurial spirit and
drive forward . . . fast!
Warm regards,
Chuck Jett
Additional Information About The Merger
In connection with the proposed merger, Emageon will file a proxy statement and other relevant
documents concerning the proposed merger with the SEC. SHAREHOLDERS OF EMAGEON ARE ENCOURAGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain a
free copy of the proxy statement (when available) and other documents filed by Emageon at the
Securities and Exchange Commissions Web site at http://www.sec.gov. Copies of the proxy statement
can also be obtained, without charge, by directing a request to:
Emageon Inc.
1200 Corporate Drive, Suite 200
Birmingham, Alabama 35242
Attn.: Matt Geller
Telephone Number: (205) 980-9222
Emageon and its directors and executive officers and other members of management and employees may
be deemed to participate in the solicitation of proxies in respect of the proposed merger.
Information regarding Emageons directors and executive officers is available in Emageons annual
report on Form 10-K for its fiscal year ended December 31, 2007 filed with the SEC on March 17,
2008 and amended on April 29, 2008, and in its proxy statement for its 2008 annual meeting of
shareholders filed on June 23, 2008. Additional information regarding the interests of such
potential participants will be included in the proxy statement relating to the merger and the other
relevant documents filed with the SEC when they become available.