Ophthalmic Imaging Systems, MediVision sign merger agreement

SACRAMENTO, Calif. — Ophthalmic Imaging Systems has signed a definitive merger agreement with its majority shareholder, MediVision Medical Imaging, under which MediVision will become a subsidiary of OIS, according to a press release from the company.

At the effective time of the merger, each MediVision ordinary share will be converted into 1.66 shares of OIS common stock, totaling approximately 11.3 million total shares. This includes approximately 9.4 million OIS shares held by MediVision and approximately 1.9 million additional OIS shares for MediVision's other assets and liabilities, including its product pipeline, research and development and distribution capabilities, its German subsidiary and approximately $2.85 million in debt, according to the release.

Taking these factors into account, OIS shareholders should expect a net dilution of approximately 10%, the release said.

OIS will remain headquartered in Sacramento and will retain its Israel and Germany facilities. The company expects the addition of MediVision's product pipeline to boost its market presence and the transfer of its strategic relationship with Agfa Gevaert N.V. to expand OIS' Picture Archiving and Communications Systems capabilities in the ophthalmology market.

The merger is expected to close by the end of the third quarter of this year, the release said.