Emageon Deal Off

The Tampa Bay Business Journal reports that the HSS/Emageon merger is a no-go.

A proposed merger between Health Systems Solutions Inc. and Emageon Inc. fell through after Health Systems could not provide the money needed to close the deal.

Emageon (NASDAQ: EMAG), a health care information technology firm headquartered in Birmingham, Ala., said in a release that it terminated its merger agreement with Health Systems due to the company’s failure to receive all necessary financing on or before the designated closing date of Feb. 11.

Emageon said it received $9 million that had been placed in escrow with The Bank of New York Mellon by Health Systems in connection with the proposed merger.

Emageon said it terminated the agreement one day after Health Systems announced in its own release that funding from Stanford International Bank Limited for the acquisition would not be available and that no other funding for the acquisition was available.

At least Emageon got the $9 mil. There was some speculation that the money hadn’t even been properly escrowed, but that’s apparently not the case.

So who wants to buy a PACS company?

Belgian Rhapsody

Is PACS online today-
Is that just fantasy?
Still caught in downtime
With no functionality-
Open your files
Look up from the dials and see
I’m just a poor rad, trying to get through the day
‘Cause PACS is easy come easy go
Why it glitches, I don’t know
Any way the circuits blow doesn’t really matter to me
To me…..

Mama, just read a scan
Had a CT of the head
Clicked it off, now PACS is dead
Mama, it had just come up
But now I’ve gone and crashed it all again
Mama, Oooo, ooo ee ooo
Didn’t mean to make it die
If it’s not online again this time tomorrow
Back to film, Back to film, as if PACS doesn’t matter

Too late, my PACS won’t scroll
Couldn’t label any spine
Lovely software past its prime
Goodbye to my worklist, it won’t update now
Gotta reboot yet again and hope it works
Mama, Ooo Ooo Ooo Ooo,
I can’t have it die
I wish sometimes I wasn’t a rad at all

I see a little problem getting back online
Waterloo, Waterloo, Can you make the damn PACS work?
Shorting out and sparking, keeping me remarking: OY!
Mike Cannavo, Mike Cannavo
Mike Cannavo, Mike Cannavo
Mike Cannavo make it work, oh make it work Ooo, Oooo,Ooo
But I’m just a poor rad and my PACS hates me-
He’s just a poor rad from a bad residency
Spare him the joy from this monstrosity
Easy on easy off, will you let me work
Just fix it! No we will not make it work-Make it work!
Just fix it! We will not let you work-let it work!
Just fix it! We will not let you work-let me work!
Will not let you work-let me work
Will not let you work-let me work
Mama mia, mama mia, mama mia let it work
The Psycho ward has a nice cell set aside for me, for me, for ME!
So you think you can patch me and tell me I’m fine
So you think that an upgrade will keep me online
Oh, baby, can’t do this to me baby
Just gotta hang on, just gotta stay online right here
Nothing ever matters
Anyone can see
Nothing ever matters-nothing really matters for me
Any way the circuits blow….


From Reuters comes word of Agfa’s optimism over President Obama’s health plans and the part Agfa might play:

Shares in Belgian imaging technology company Agfa-Gevaert (AGFB.BR) jump after saying a U.S. healthcare group has deployed the company’s new diagnostic image technology.

The stock rises as much as 12.8 percent to 2.7 euros, outperforming the DJ Stoxx European Technology Index .SX8P, which is up about 0.7 percent.

ING analyst Arnaud Goossens says a nearly $900 billion stimulus package announced by U.S. President Barack Obama that included about $20 billion to help doctors and hospitals upgrade medical technology.

“It could be a coincidence, but it could be that people are already speculating that Agfa could get business from this stimulus plan,” Goossens says, reiterating his “buy” rating and 3.10 euro target price for Agfa-Gevaert.

I hate to break it to the Europeans, but just because there is money to be spent on healthcare IT doesn’t mean Agfa is going to get any. But hey, since we’re throwing away billions and billions on pork, another few million won’t make any difference, now will it? We might as well join in with Ontario’s government, eh?

Expressive Tax-Funded Art

Fox News reports on a publically-funded art project in Berkeley, California:

Dogs do the darndest things.They poop, they hump and they sniff in all the wrong places.

And now you can see them do all of the above every time you cross the pedestrian bridge over Interstate 80 in Berkeley, Calif., thanks to the largesse of the taxpayers.

Artist Scott Donahue of Emeryville, Calif., was paid $196,000 by Berkeley’s public arts program to create two large statues, which feature small, artistic medallions that show dogs doing what dogs do best.

“Various things,” Donahue said. “Biting each other, chasing each other…. One dog is defecating, two dogs are fornicating.”

But with the country in a deep recession and California on the verge of bankruptcy, some taxpayers are questioning the money Donahue got for his work. His total budget was $196,000 — 1.5 percent of the total budget for building the pedestrian bridge. And all of it came from taxpayers.

At least it doesn’t take an Art-History major to interpret what the dogs in this particular piece are doing. Or what Berkeley did to its taxpayers.

Life Imitates Art

A year or so back, I wrote a post about a hypothetical hybrid ultrasound/CT scanner, which was intended to tweak a nose here and there.

Imagine my amusement when I discovered that someone out there was merging cardiac echo with SPECT scanning, an even less-likely combination. But it’s true. An article in the Journal of Nuclear Medicine by Walimbe, et. al., describes the process:

Early experience is described in implementing a new multimodality stress test for accurate correlation of complementary functional and perfusion information from real-time 3-dimensional (3D) echocardiography and SPECT, respectively. The proposed new multimodality stress test has the potential for simultaneously improving sensitivity and specificity in the detection of early coronary artery disease (CAD).

Methods: Pre- and poststress real-time 3D echocardiography and SPECT images were acquired in 20 patients referred for CAD evaluation and processed using previously developed algorithms for automatic fusion and quantitative analysis of myocardial function and perfusion. All cases of CAD were diagnosed by reviewing quantitatively analyzed fused images, using newly developed software.

Results: Real-time 3D echocardiography, SPECT, advance
processing, and image review were successfully performed in all 20 patients. Compared with the angiographic findings in 12 patients, diagnosis based on fused images correctly identified 13 of 13 diseased arteries, compared with 11 of 13 identified by SPECT and 6 of 13 identified by echocardiography-based analysis.

Conclusion: The results suggest the feasibility and potential effectiveness of novel multimodality stress testing.

OK, so it isn’t in one box. Yet. Here’s the protocol and the results page:

Hybrid strength wins again. Maybe the Squawkie and the Cymbal aren’t too far off, after all?!

Emageon Waits Still

It looks like Emageon is still waiting at the altar. From HealthImaging.com:

Emageon, a developer of enterprise medical IT systems for hospitals and health care networks, reported that it has been informed by Health Systems Solutions (HSS) that it does not expect that Stanford International Bank will provide the funding necessary to consummate the parties’ planned merger transaction.

The deal was scheduled to close today, Feb. 11, in accordance with the terms of the parties’ amended merger agreement.

The Birmingham, Ala.-based Emageon said it “is evaluating its options in response to this development.”

At the time the Feb. 11 extension was established as the new closing date, Stan Vashovsky, CEO and board chairman of the New York City-based HSS, said the extension would “allow us additional time to complete our integration plan for our technologies. As a result, we will be in a better position to immediately serve the market upon closing.”

In October 2008, HHS signed a definitive agreement to acquire 100 percent of Emageon’s stock in an all cash transaction of approximately $62 million.

So we wait, I guess. For what it’s worth, Forbes has this to say about Mr. Vashovsky:

Stanley Vashovsky

Chairman of the Board/Director/CEO
Health Systems Solutions, Inc.
Sector: TECHNOLOGY / Healthcare Information Services
Officer since September 2007

35 Years Old
Stan Vashovsky has been Chairman of the Board of Directors and Chief Executive Officer since September 2007. Mr. Vashovsky began his career as the founder of Medcare Corporation, a medical instrument business, in 1991 and Medcare Software Company, a provider of health care maintenance management software, in 1992. In 2001, Philips Electronics North America Corporation (“Philips”) acquired both companies and Mr. Vashovsky remained as President of the newly formed Philips Medcare. From January 2003 through June 2007, Mr. Vashovsky led Philips” Services Innovations Group which was responsible for developing technologies to supporting Philips Medical Systems Services Group.

Compensation for 2007
Salary $98,748.00
Bonus $0.00
Restricted stock awards $0.00
All other compensation $4,000.00
Option awards $1,826,660.00
Non-equity incentive plan compensation $0.00
Change in pension value and nonqualified deferred compensation earnings $0.00

Total Compensation

Not bad. He could almost afford to buy Emageon all by himself.


My friend Mike Cannavo, the One and Only PACSMan, has done a little more research into this. Rather than reinvent the wheel, I’m just going to steal his posts from AuntMinnie. He won’t mind.

Re; the Emaegon/HSS merger snag, I find it curious that HSS’s stock prices dropped like a log on Friday, 3 days before the announcement that their Emageon merger would be “further delayed” and for all intents and purposes is over.. On 2/2 HSSO stock closed at $0.90. On 2/3 it skyrocketed to $1.95 where it stayed till 2/6 when it tanked again to $.75, close to where it stands today (no change in HSS stock price today either while Emageon lost almost 50% of its value so far). While HSS might say its meteoric stock rise coincided with speculation about its agreement with USIS to develop and implement a multi-phase Production Master Scheduling/Case Load Management system on a desktop/PDA-based application, this announcement was made on 1/30 (after market close) yet had absolutely NO IMPACT on stock prices on 2/2 (Monday), with the stock staying flat until Tuesday. One has to ask the obvious question then- with Emageon stock going from $1.94 on 1/27 to a high of $2.64 on 2/9 on the hopes that the merger was indeed going to happen yet HSSO tanked on the 6th losing more than half its value 3 days BEFORE the merger was officially dead one to ask the obvious question- did someone at HSSO share something they shouldn’t have before it was announced to the public? On the surface it sure seems fishy to me and inquiring minds want to know…The SEC also owes it to the investors in both companies to take a closer look at this “deal” as well. There is too much as stake here including the life of a company who has been in the PACS market for way to long to get jerked around like this. If the stock rises and falls are mere coincidence on the part of HSSO then they have nothing to worry about…except the $9M they stand to lose if the deal falls through. And if they do find something fishy, then please say hi to Bernie for me…… Let’s hope Emaegon says enough is enough, takes the cash promised (if they can get it that is), and courts another suitor and says adios amigos to HSS for good…..

This story gets weirder still by the minute. An anonymous source provided me with links to stories about the “investment firm” (Stanford International Bank) who was supposedly behind this deal and what I read makes my hair stand on end. Check it out yourself, with the last post (yesterday) referencing the Emageon deal as well:




I can not attest to the veracity and accuracy of these reports and have never heard of the publications, but if they are even 10% true it leads to a host of questions, the biggest one being what was Emageon management thinking letting HSS use SIB to try to put together this deal? From one of these reports: “……the SEC started issuing subpeonas to Stanford Group in July, after two employees quit, saying “that the company gave clients false historical performance data for its securities”. If the SEC was investigating the company that should have been fairly easy to discern and were that the case a simple “that’s but no thanks” from Emageon to HSS would have sufficed. Instead younow have a lot of people down in Birmingham playing Job and wondering what’s next.. I hope the $9M that was supposed to be placed in escrow was indeed in escrow and not just pledged funds….and gets released to Emageon soon. At least that will buy Emageon a little time to figure out what’s next… Stay tuned….this thing is more interesting that a Spanish novela ..Ole`

Ole’? Oy Vey would be more like it…..