iCAD to merge with CADx Systems

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iCAD Inc. and CADx Systems Inc. have entered into a definitive agreement to become one company.

 The proposed transaction -- announced Monday at the annual meeting of the Radiological Society of North America (RSNA) - could be completed as soon as this month. Both companies specialize in computer-aided detection (CAD) technology to detect breast cancer and have installed a total of more than 300 systems worldwide.

 Under the agreement, iCAD - which trades under the ticket symbol ICAD -- will issue 4.3 million shares of its common stock in exchange for all outstanding shares of CADx's parent company, Qualia Computing Inc., and CADX Systems. iCAD also will pay $1.55 million in cash and execute a 36-month secured promissory note for $4.5 million to purchase Qualia shares owned by two institutional investors.

 If and when the merger is completed, Steven Rogers, president and CEO of CADx and Qualia, will become scientific offer of iCAD. Rogers founded Qualia in 1997 and acquired CADx in 2002. W. Scott Parr will continue to serve as iCAD's president and CEO. iCAD co-founder Robert Howard will continue as iCAD chairman.