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Notice to Investors, Prospective Investors and the Investment Community
Cautionary Information Regarding Forward-Looking Statements
Statements in this presentation regarding the proposed merger of Merge Technologies, (d.b.a. Merge eFilm) and Cedara Software Corp.
which are not historical facts, including expectations of financial results for the combined companies (e.g., projections regarding
revenue, earnings, cash flow and cost savings), are "forward-looking statements." All forward-looking statements are inherently
uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known
and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. Investors are
cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in
their entirety by reference to the following cautionary statements.
Important factors upon which the forward-looking statements presented in this release are premised include: (a) receipt of
regulatory and shareholder approvals without unexpected delays or conditions; (b) timely implementation and execution of merger
integration plans; (c) the ability to implement comprehensive plans for asset rationalization; (d) the successful integration of the IT
systems and elimination of duplicative overhead and IT costs without unexpected costs or delays; (e) retention of customers and critical
employees; (f) successfully leveraging Merge eFilm/Cedara’s comprehensive product offering to the combined customer base; (g)
continued growth at rates approximating recent levels for imaging information systems and other product markets; (h) no unanticipated
changes in laws, regulations, regulatory requirements or other industry standards affecting Merge eFilm/Cedara’s businesses which
require significant product redevelopment efforts, reduce the market for or value of its products or render products obsolete; (i) no
unanticipated developments relating to previously disclosed lawsuits or similar matters; (j) successful management of any impact from
slowing economic conditions or consumer spending; (k) no catastrophic events that could impact Merge eFilm/Cedara's or its major
customer's operating facilities, communication systems and technology or that has a material negative impact on current economic
conditions or levels of consumer spending; (l) no material breach of security of any Merge eFilm/Cedara's systems; and (m) successfully
managing the potential both for patent protection and patent liability in the context of rapidly developing legal framework for expansive
software patent protection. In addition, the ability of Merge eFilm/Cedara to achieve the expected revenues, accretion and synergy
savings also will be affected by the effects of competition (in particular the response to the proposed transaction in the marketplace),
the effects of general economic and other factors beyond the control of Merge eFilm/Cedara, and other risks and
uncertainties described from time to time in Merge eFilm/Cedara's public filings with United States Securities and
Exchange Commission and Canadian securities regulatory authorities.
Safe Harbor Statement
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Safe Harbor Statement
Additional Information
Shareholders are urged to read the joint proxy statement/management information circular
regarding the proposed transaction when it becomes available, because it will contain important
information. Shareholders will be able to obtain a free copy of the joint proxy
statement/management information circular, as well as other filings containing information about
Merge eFilm and Cedara, without charge, at the Securities and Exchange Commission's internet
site (http://www.sec.gov). Copies of the joint proxy statement/management information circular
and the filings with the Securities and Exchange Commission that will be incorporated by
reference in the joint proxy statement/management information circular can also be obtained,
without charge, by directing a request to Merge eFilm's Investor Relations Department at Merge
eFilm's principal executive offices located at 1126 South 70th Street, Suite S107B, Milwaukee,
Wisconsin 53214-3151; telephone number (414) 977-4000. The respective directors and executive
officers of Merge eFilm and Cedara may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information regarding Merge eFilm's directors and
executive officers is available in Merge eFilm's proxy statement for its 2004 annual meeting of
stockholders, which was filed with the Securities and Exchange Commission on April 12, 2004,
and information regarding Cedara's directors and executive officers is available in Cedara's
notice of annual meeting and proxy circular for its 2004 annual meeting, which was filed with the
Securities and Exchange Commission on September 24, 2004. Additional information regarding
the interests of potential participants in the proxy solicitation will be contained in the joint proxy
statement/management information circular to be filed with the Securities and Exchange
Commission when it becomes available.
4
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Largest provider of medical imaging software to the
mid-market
Small and medium sized hospitals, imaging centers
and specialty clinics
Enhanced business growth model
Revenue diversification, lower key account risk,
financial synergies
Most comprehensive “one-stop-shop” of medical
imaging software products and services
RIS, PACS and Clinical Applications
Largest global OEM supplier of medical imaging
software
Largest OEM-supported medical imaging
software R&D lab
An Unmatched
Leader
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Combined Scale
and Financial Strength
Market Capitalization of Medical Imaging
Software Companies
$0
$100
$200
$300
$400
$500
$600
$700
Merge
Cedara
AMICAS
Vital
Images
iCAD
The largest and
most profitable
company in the
medical
imaging
software sector
Approximate Market Capitalization as of 1/17/05
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Annual revenues exceeding $100 million
EBITDA margins > 30% (pre-synergies)
Annual operating cash flow > $20 million
Immediate expense synergies > $3 million
Duplicate public company costs
Non-headcount related cost reductions
Pristine balance sheet
Total net cash balance > $20 million
33.5 million fully diluted shares
A larger and
more profitable
company that
provides clear
financial upside
for investors
based on historical results
Combined Scale
and Financial Strength
7
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Merge
eFilm
Cedara
Software
Background
Company Profiles
1982
1987
Year Established
Toronto, ON
Milwaukee, WI
Headquarters
150+
100+
OEM/VAR Customers
400+
200+
End User Customers
350
200
Employees
31.8 M
13.2 M
Shares
$350 M
$250 M
Market Cap1
CDSW; CDE-TSX
MRGE
Symbol
1as of 1/17/05 (in USD)
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Company Profiles – Summary
of Characteristics
Characteristic
Merge
Cedara
Combined
Note
International OEM Strategy
++
+++++
+++++
Market Leader
US Healthcare Market:
Image Centers
+++++
++
+++++
Market Leader
Small/Medium Hospitals
++
++++
++++
Market Leader
Specialty Clinics
++
++
++++
Market Opportunity
New Markets —
Mammo,
Cardio, Ortho, etc…
+
+
++++
Cedara’s Products + Merge
eFilm’s Direct Sales strategy
Imaging Software Innovation
++
+++++
+++++
Best in Class
Technology Synergies across
Channels
++
+++
++++
M
aterial cross
-
channel synergies
within imaging technologies
US Direct Sales, Marketing &
Distribution
++++
+++
+++++
Unmatched Direct Sales &
Professional Services Team
Revenues:
Direct Sales Growth
+++++
++
+++++
Growing 50% Annually
S
ervice Revenue Annuity
++
++++
+++++
300% Increase
International OEM
++
+++++
+++++
Market Leader
Challenges:
Sarbanes
-
Oxley
Yes
Yes
Reduced
Reduce Materiality
Key Account Risk
Some
Yes
Reduced
Reduce Risk
Revenue Diversification
Some
Some
Y
es
Reduce Quarterly Fluctuations
Competition
Yes
Yes
Reduced
Join Forces vs. Compete
Defense against “GE’s”
Limited
Limited
Strong
Increase Market Position and
Strength
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How Will The Merger Enhance
Our Direct Sales Strategy?
10
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Market Opportunity
Sources: (a) American Hospital Association
2001 Hospital Statistics
(b) IMV Limited, 2002 survey
(c) Technology Marketing Group
Target Health Care Market:
Hospitals 50–399 beds 4,193(a)
Imaging Centers 3,511(b)
75% of diagnostic reads in
the market are film-based
Only 25% of this target
market has implemented
digital image processing (c)
Hospital Bed Size
Direct Sales Market
OEM Market
11
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All information courtesy of Frost & Sullivan
North America is the
largest market for
turnkey PACS
(Picture Archiving and
Communications
Systems) with total
revenues reaching
approximately $1
billion in 2003.
Source: Frost & Sullivan
Market Opportunity
12
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Continued pressure on cost reduction and operating
efficiency
Need for enterprise-wide, secure access to images and
information
Continuous shift to digitized health care operations - the
electronic patient record
Technological improvements make RIS/PACS financially
feasible — especially for our target market
Migration of diagnostic imaging into other specialties, driven
by technology advancement and financial gain
Technological advancements in CT, MRI and other
modalities create a need for advanced visualization, such as
3D reconstruction, 4D and advanced diagnostic services
Market Trends in
Health Care IT
and Radiology
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One-stop-shop for comprehensive business and clinical
workflow solutions
Integrated product components
Specific product features
Roadmap depth and innovation speed
Credible vendor and brand recognition
Excellent service capability
References and word-of-mouth testimonials
In short – a safe decision and a long-term partnership with a
company that can help them be successful
The Needs of our
End User Target Market
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A Few Companies Stand Out
But There Is No Market Leader
NO
NO
NO
NO
YES
NO
YES
RIS
YES
YES
YES
YES
YES
YES
YES
PACS
NO
BRIT Systems
NO
DR Systems
NO
Emageon
NO
Stentor
NO
Amicas
YES
Cedara / eMed
YES
Merge eFilm
CLINICAL
APPS
COMPANY
Market lacks
comprehensive
workflow
solutions
15
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Market leader status of combined company:
Prospects add us to their short list prior to making PACS, RIS or
Clinical Application decision
This, in turn, should result in higher sales even at current close rates
Merge eFilm also brings to the table its Internet downloadable
radiology viewer which identifies even more prospects (the only one in
the industry)
Combined Direct Sales strength complemented by SourceOne
Partnership = comprehensive market coverage
Cedara brings to the table its major OEM customer credentials (i.e.
GE, Philips, Siemens, Toshiba, Hitachi) which greatly impresses mid-
market prospects. And improves ability to sell Merge eFilm products
globally
Market Leader Status
Benefits Direct Sales Strategy
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How Will The Merger Enhance
Our International OEM Strategy?
17
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As part of the negotiation of a major OEM product
development contract, we can offer to sell the resulting
product to our direct channel for additional fees
The ability for us to offer OEM customers access
to what will be the largest mid-market direct customer base
is a significant advantage
OEM customers would thus be able to consider us
as a revenue and cost-center issue as opposed to strictly a
cost-center issue
Takes the pressure off hard-fought pricing negotiations
because we are bringing revenue to the table
Also positions us as the innovation leader by introducing
new follow-on products and technologies to our Direct
customers
Market Leader Status
Benefits OEM Strategy
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Cedara:
3D
Mammography
Orthopedics
Nuclear Fusion PET/CT
Cardiology
Merge eFilm: (with AccuImage acquisition)
Virtual Colonoscopy
Calcium Scoring
Lung Nodule Detection
Largest Suite of
Clinical Applications
19
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January
2005
20
The Transaction
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Key Transaction
Terms
Each Cedara shareholder will receive
0.587 Merge Common Shares or
Exchangeable Shares
17.5% premium to Cedara shareholders
based on volume weighted average price
for the 20-day period ending Jan. 14, 2005
Cedara options to be replaced by Merge
eFilm options
Vesting of options is not accelerated
The Largest
Transaction in
the Healthcare
Image
Management
Software Sector
21
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Exchangeable
Shares Overview
5 Year Sunset, Traded on the TSX
Terms:
Do not count against foreign content
basket for pension funds and RRSP’s
Tax-deferred rollover treatment for
Canadian tax payers
Canadian Property:
Exchangeable into Merge Common
Shares at the option of the holder*
Exchange Rights:
* Merge common shares will be echangeable
subject to the effectiveness of an S-3
registration statement.
22
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Management and
Governance
3 nominees from Cedara,
including Abe Schwartz
Board of Directors:
Abe Schwartz
Board Member, and
Business Advisor :
Rich Linden
President & CEO:
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Financial Benefits
Accretive to Cash EPS in 2005 (exclusive of
one-time charges)
Identified Cost Synergies
Public Company Costs
Duplicative Trade Show Costs
Revenue Synergies Anticipated
Cross selling expanded product offering
Accelerate movement into clinical
specialties
There will be
significant
financial benefits
to shareholders
of both Merge
and Cedara
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Timing
Subsequent to Shareholder
Meetings
Closing:
Early Second Quarter
Shareholder Meetings:
End of March/Early April
Shareholder Mailing:
January 18
Announcement:
25
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January
2005
26
Merger Execution
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Integration Plan
Merge eFilm and Cedara have a proven track record in integrating
acquisitions:
Timely decision making at time of Closing
Focus on expense, revenue and operational synergies
Deliver accretive earnings to shareholders
Balance near term operational performance with long-term strategy
Key Integration Plan Components:
Finalize organizational model and leadership team
Timely identification of expense synergies
Support existing customers’ technology suites
Develop roadmap for integrated product portfolio and immediate
rationalization of product overlap as appropriate
Sales, Marketing and Distribution – hit the ground running
27
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January
2005
28
Financials
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Revenue Growth
$76,148
$54,916
$76,558
$65,090
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
90,000
CY 2002
CY 2003
Nine Months
Ended 9/03
Nine Months
Ended 9/04
(USD in thousands)
Growth –17.6% – 38.7%
Pro Forma Historical Revenue
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Operating Income
(In Millions)
$22,313
$8,238
$14,741
$4,560
0
5,000
10,000
15,000
20,000
25,000
CY 2002
CY 2003
Nine Months
Ended 9/03
Nine Months
Ended 9/04
(USD in thousands)
Growth 7.0% 19.3% 15.0% 29.3%
Pro Forma Historical EBITDA
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31
EBITDA
$20
$67
$38
$29
($6)
$2
$13
$17
($25)
$0
$25
$50
$75
2001
2002
2003
Q3 Run
Rate
Revenues
Revenues
Rate
Q3 Run
2003
2002
2001
$75
$50
$25
$0
($25)
$14
$10
$6
$3
$16
$21
$29
$37
EBITDA
Recent Financial
Performance
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Balance Sheet
Highlights
(in USD)
32
Cash
$40 M
Debt
$19 M
Deferred Revenue
$13 M
Shareholders’ Equity
$450 M
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January
2005
+
Appendix
(Merge & Cedara Overviews)
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Overview of Cedara
Medical
Device
Operating
Consoles
34
Cedara develops software for all stages of Medical
Imaging Workflow…
OEM
OEM
OEM
OEM
PACS - Picture
Archiving &
Communication
Systems
Clinical
Applications
Image
Guided
Surgery
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Overview of Cedara
MR
CT
XRAY
(DR/CR/FD)
PET-CT
Nuclear
Medicine
Ultrasound
Fluoroscopy
Mammography
… Across Multiple Imaging Modalities
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Cedara Software
and Customers
Pioneered many imaging advances
Cedara software installed on 20,000
medical imaging devices worldwide
30% of MRIs currently shipped contain
Cedara software
4,600 Picture Archiving & Communication
Systems (PACS) licenses
New technology in R&D Lab
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Cedara
Sales Strategies
Market Presence - Direct Sales
Customers
400+ PACS customers
2600 Teleradiology solutions
Market Presence – OEM
150+
Cedara voted
“The fastest
growing company
of 2004”
by Frost & Sullivan
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January
2005
Merge eFilm Overview
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Merge eFilm
A global healthcare software and services
company
Focused on accelerating the productivity of
imaging centers, small- to medium-sized
hospitals and clinics
A suite of RIS/PACS products that efficiently
streamline, integrate and distribute image and
information workflow across the healthcare
enterprise.
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Merge eFilm
Value Proposition
Facilitate transition from paper and film-based
process to fully automated and digitized flow of
diagnostic images and information across the
health care enterprise
Increase productivity
Mitigate costs
Improve quality of care
Improve services to referring physicians
Optimize financial reimbursement
Focus on
Clinical and
Business Value
That Serves
Customer
Needs
40
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FUSION
RIS/PACS
FUSION
RIS
FUSION
PACS
Image/Report
Distribution
(LAN/WAN)
Archiving
Radiologist
Workflow
Technologist
Workflow
Scheduling
Registration
Image/Report
Distribution
(WEB)
Image
Visualization
Billing
Dictation
Document
Management
Merge eFilm
Overview
FUSION:
Solutions
for
Every
Workflow
Need
41
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Merge eFilm
Overview
Market Presence - Direct Sale
Customers
200+ FUSION RIS, PACS and RIS/PACS
Customers, representing approximately
390 healthcare facilities
50,000+ eFilm Workstation users -
market leader in diagnostic imaging
software
500+ healthcare organizations using
Merge eFilm component and
connectivity products
Fastest
Growing
Customer
Base in the
Sector
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Overview of Merge eFilm
eFilm Workstation
Distributed online via website
50,000+ eFilm Workstation
users world-wide
eFilm e-commerce Strategy:
Branding and market presence
Own the physician desktop
Generate add-on sale opportunities
for the FUSION RIS, PACS and
RIS/PACS Solutions
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A Visionary Combination
January
2005
44
+
A Visionary Combination
Thank You