Image management firm Emageon of Birmingham, AL, has formally demanded a closing of its pending merger with Health Systems Solutions (HSS) by Tuesday, December 23.
In a written statement, Emageon CEO Chuck Jett said the company has "an obligation to consummate our merger in an expeditious manner in accordance with the requirements of both parties under the merger agreement. We also believe our stockholders, who have resoundingly supported this transaction, desire us to move forward without delay."
According to Emageon, HSS has not agreed to set a closing date, instead making additional due diligence requests.
Jett said, "This news was especially surprising given Health Systems' recent public and private support of the transaction. There is no due diligence condition in the merger agreement and the time for due diligence ended when the parties signed the merger agreement."
Jett also alleged that HSS has asserted purported breaches of Emageon's representations, warranties, and covenants under the merger agreement, which Jett has "categorically" denied.
"Health Systems is clearly stalling for reasons that are not apparent to us and unrelated to any purported breaches of the merger agreement," Jett's statement concluded.
If the proposed acquisition does not close by tomorrow, Emageon plans to "pursue [its] rights and remedies under the merger agreement."
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