FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2005
Commission File No. 000-19865
CEDARA SOFTWARE CORP.
(Registrant's name)
6509 Airport Road
Mississauga, Ontario, Canada L4V 1S7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40F.
Form 20-F Form 40-F X
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ______
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ______
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________
Documents Included as Part of this Report:
No. Document
1. Press Release dated May 25, 2005 - Cedara Software Corp. receives
final court approval for merger with Merge Technologies
Incorporated
Document 1
[CEDARA (R) GRAPHIC OMITTED]
NEWS RELEASE
For Immediate Release
Contact:
Cedara Software Corp.
Brian Pedlar, Chief Financial Officer, (905) 672-2101 x2015
CEDARA SOFTWARE CORP. RECEIVES FINAL COURT APPROVAL FOR MERGER
WITH MERGE TECHNOLOGIES INCORPORATED
Toronto, ON, Canada, May 26, 2005 - CEDARA SOFTWARE CORP. (NASDAQ:
CDSW/TSX:CDE) announced today that it has received a final order from the
Ontario Superior Court of Justice approving the plan of arrangement under the
Business Corporations Act (Ontario) to effect Cedara's merger with Merge
Technologies Incorporated.
As previously announced, the securityholders of Cedara and the
shareholders of Merge approved the merger at the Cedara special meeting and
Merge annual meeting, respectively, each held on May 24, 2005. The transaction
is expected to close June 1, 2005 and is subject to customary closing
conditions.
About Cedara Software Corp.
Cedara Software Corp. is a leading independent provider of medical imaging
technologies. Cedara's software is deployed in hospitals and clinics worldwide
and is licensed by many of the world's leading medical device and healthcare
information technology companies. Approximately 28,000 medical imaging systems
and 6,400 Picture Archiving and Communications System (PACS) workstations have
been licensed to date. Cedara recently acquired eMed Technologies Corporation,
widely known as a provider of innovative PACS and teleradiology solutions that
have been installed in over 2,000 hospitals and imaging centers. Cedara is
quite unique in that it has technologies and expertise that span all the major
digital imaging modalities including computed tomography (CT), magnetic
resonance imaging (MRI), digital X-ray, mammography, ultrasound,
echo-cardiology, angiography, nuclear medicine, positron emission tomography
(PET) and fluoroscopy. Furthermore, the Company's medical imaging offerings
are used in all aspects of clinical workflow including the capture of a
patient's digital image; the archiving, communication and manipulation of
digital images; sophisticated clinical applications to analyze digital images;
and even the use of imaging in minimally-invasive surgery. For more
information about Cedara's products and services, visit our website at
www.cedara.com, or call Jacques Cornet, Vice President of Marketing &
Operations, at (905) 672-2100 ext. 2564, email: info@cedara.com.
Notice to Investors, Prospective Investors and the Investment Community
Cautionary Information Regarding Forward-Looking Statements
Statements in this press release regarding the proposed merger of Merge
Technologies, (d.b.a. Merge eFilm) and Cedara Software Corp. which are not
historical facts are "forward-looking statements." All forward-looking
Page 1 or 2
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. Cedara undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements that
may be made to reflect any future events or circumstances.
Important factors upon which the forward-looking statements presented in this
release are premised include: (a) receipt of regulatory 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
May 26, 2005
CEDARA SOFTWARE CORP.
By: /s/ Brian Pedlar
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Brian Pedlar
Chief Financial Officer