VISICU, Inc., (NASDAQ: EICU), a healthcare information technology and clinical solutions company focused on critical care, announced today it entered into a merger agreement through which an affiliate of Philips will acquire the entire share capital of VISICU for USD 12.00 per share. This represents 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 Board of Directors of VISICU, Inc. has approved the merger and recommended its approval by stockholders. A special meeting of stockholders to approve the transaction will be scheduled at a later date.
Based in Baltimore, Maryland, VISICU is a leader in clinical IT systems that enable critical care medical staff to actively monitor patients in hospital intensive care units (ICUs) from remote locations. The company’s patented clinical IT system, called the eICU® Program, provides real time, 24x7 patient monitoring in ICUs, and can be likened to an air-traffic controller’s command center by centrally networking critical care physicians and nurses to ICU beds using voice and video. The system also offers advanced clinical support including expert systems reflecting evidence based medicine. The eICU Program has been shown to significantly reduce patient mortality, length of stay, and medical complications while lowering ICU costs.
The transaction is subject to the terms and conditions of the merger agreement, the approval of VISICU’s stockholders, and to customary regulatory clearance and other closing conditions. The transaction is expected to close in the first quarter of 2008.
In commenting on the transaction, VISICU Chairman and CEO, Frank T. Sample said: “At VISICU, we have a successful track record of developing innovative solutions to enhance the delivery of patient care within the ICU resulting in significant improvements in clinical outcomes and saving more lives. Our objective is to make the eICU Program ubiquitous around the globe. We’re excited to be teaming up with Philips – a global leader in patient monitoring.”
Commenting on today’s announcement, Steve Rusckowski, CEO of Philips Healthcare said: “Philips is the market leader in patient monitoring systems in hospitals, so we know the challenges our customers face – rising patient numbers, staff shortages and concerns about patient safety. By investing in clinical IT solutions like those offered by VISICU, we believe we can offer customers more attractive patient monitoring solutions to improve hospital productivity as well as patient outcomes. Philips believes leveraging VISICU’s clinical IT capabilities will accelerate growth in its existing patient monitoring business.”
Morgan Stanley & Co. Incorporated advised VISICU on this transaction and legal representation was provided by DLA Piper US LLP.
About VISICU
VISICU, Inc. (NASDAQ: EICU) is a healthcare information technology and clinical solutions company focused on transforming the delivery of critical care through its eICU® Program. Through remote monitoring technology and clinical intelligence, experienced critical care resources are leveraged to provide coverage and early intervention for safer, more effective patient care. Currently more than 180 hospitals serving over 250,000 patients annually have partnered with VISICU to implement eICU programs. More information is available at www.VISICU.com. VISICU® and eICU® are registered trademarks of VISICU, Inc. All rights reserved. All other brand names, product names, company names, trademarks and service marks are the property of their respective owners. visicu-f
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lighting and consumer lifestyle, delivering products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 128,100 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, personal care and home appliances, as well as consumer electronics.