AMICAS Responds to Merge Healthcare
22 Febbraio 2010 - 11:46PM
PR Newswire (US)
BOSTON, Feb. 22 /PRNewswire-FirstCall/ -- AMICAS, Inc.
(NASDAQ:AMCS), a leader in image and information management
solutions, today responded to a press release issued earlier today
by Merge Healthcare Incorporated (NASDAQ: MRGE) ("Merge") regarding
Merge's acquisition proposal. AMICAS Board of Directors has already
considered and publicly rejected Merge's acquisition proposal.
AMICAS believes that Merge's press release is an eleventh-hour
attempt by Merge to insert itself into a process that is well
underway, and to disrupt AMICAS' definitive merger agreement with
Thoma Bravo, damage AMICAS' operations, and mislead AMICAS
stockholders. AMICAS has repeatedly requested that Merge's
third-party financing sources either guarantee or provide front-end
funding such that Merge's proposed transaction would be fully
financed and contain transaction certainty. However, contrary to
its statements about having committed financing, neither Merge nor
its third-party financing sources will agree to provide a guarantee
or front-end funding. Instead, Merge seeks to shift all financing
risk to AMICAS stockholders while inducing AMICAS to terminate its
guaranteed agreement with Thoma Bravo. The net amount that could be
received by AMICAS in the event that Merge breaks the Thoma Bravo
transaction and then fails to complete its proposed acquisition of
AMICAS, is a four percent break fee, or approximately $10 million
-- and even this is not payable under all circumstances. The cost
and accompanying risk to AMICAS stockholders in such event is far
greater, namely the loss of $217 million that would be paid to
AMICAS shareholders under the Thoma Bravo transaction. Despite
Merge's misleading statements and misrepresentations, nothing has
changed regarding Merge's highly-conditional, illusory and risky
proposal, which the AMICAS Board has previously considered and
rejected. Merge has still failed to provide financial guarantees
and reasonable protections for AMICAS or its stockholders. The
Merge proposal is deficient in numerous key areas, which are fully
detailed in the supplemental proxy statement filed by AMICAS
earlier today and can be found at
http://sec.gov/Archives/edgar/data/1028584/000095012310014881/b79726defa14a.ht
m. The AMICAS Board, in consultation with its independent financial
and legal advisors, previously determined that the Merge proposal
is not a Superior Proposal as defined under the terms of the Thoma
Bravo Merger. Accordingly, the AMICAS Board continues to
unanimously recommend that AMICAS stockholders vote FOR the Thoma
Bravo Merger. As previously announced, on December 24, 2009, AMICAS
entered into a definitive merger agreement with Thoma Bravo, LLC,
under which an affiliate of Thoma Bravo would acquire all of the
outstanding shares of AMICAS for $5.35 per share in cash (the
"Thoma Bravo Merger"). This purchase price is fully financed and
guaranteed by Thoma Bravo and other first tier private equity funds
and is not dependent on unguaranteed, third-party financing. AMICAS
believes the Thoma Bravo Merger provides AMICAS stockholders with
immediate and certain cash value. AMICAS is confident that the
Thoma Bravo Merger can be completed in a timely manner immediately
following stockholder approval at the Special Meeting of AMICAS
Stockholders scheduled to be reconvened on March 4, 2010. The
Special Meeting of AMICAS Stockholders will reconvene on Thursday,
March 4, 2010 at 9:00 a.m., local time, and may be reconvened at a
later date if ordered by the Superior Court of Suffolk County,
Massachusetts, at the Company's offices at 20 Guest Street, Boston,
MA 02135. The record date for stockholders entitled to vote at the
special meeting remains January 15, 2010. AMICAS stockholders who
have previously voted may change their vote, but need not vote
again. Any AMICAS stockholders who have questions or require
assistance voting their shares should contact the Company's proxy
solicitor, Innisfree M&A Incorporated, toll-free at (888)
750-5834. About AMICAS, Inc. AMICAS, Inc. (http://www.amicas.com/)
is a leading independent provider of imaging IT solutions. AMICAS
offers the industry's most comprehensive suite of image and
information management solutions -- from radiology PACS to
cardiology PACS, from radiology information systems to
cardiovascular information systems, from revenue cycle management
solutions to enterprise content management tools designed to power
the imaging component of the electronic medical record (EMR).
AMICAS provides a complete, end-to-end solution for radiology
practices, imaging centers, and ambulatory care facilities.
Hospitals and integrated delivery networks are provided with a
comprehensive image management solution for cardiology and
radiology that supports EMR strategies to enhance clinical,
operational, and administrative functions. Information regarding
the solicitation of proxies In connection with the proposed
transaction, AMICAS has filed a proxy statement and relevant
documents concerning the proposed transaction with the SEC.
Stockholders of AMICAS are urged to read the proxy statement and
other relevant materials because they contain important information
about AMICAS and the proposed transaction. Stockholders may obtain
a free copy of the proxy statement and any other relevant documents
filed by AMICAS with the SEC at the SEC's Web site at
http://www.sec.gov/. In addition, stockholders may obtain free
copies of the documents filed with the SEC by AMICAS by contacting
AMICAS Investor Relations by e-mail at or by phone at 617-779-7892.
AMICAS and its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies from
AMICAS stockholders in respect of the proposed transaction.
Information about the directors and executive officers of AMICAS
and their respective interests in AMICAS by security holdings or
otherwise is set forth in its proxy statements and Annual Reports
on Form 10-K, previously filed with the SEC. Investors may obtain
additional information regarding the interest of the participants
by reading the proxy statement regarding the acquisition. Each of
these documents is available free-of-charge at the SEC's Web site
at http://www.sec.gov/ and at the AMICAS Investor Relations Web
site at http://www.amicas.com/investorrelations. Cautionary
statement regarding forward-looking statements This press release
contains forward-looking statements within the meaning of that term
in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements include, without limitation,
statements regarding the expected benefits of the proposed
transaction, future performance, and the completion of the
transaction. These statements are based on the current expectations
of management of AMICAS, involve certain risks, uncertainties, and
assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from
what is expressed herein. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this press release,
many of which are beyond AMICAS' ability to control or predict. For
example, among other things, the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement; the outcome of any legal proceedings that have
been or may be instituted against AMICAS and others relating to the
transaction; the inability to complete the transaction due to the
failure to obtain stockholder approval or the failure to satisfy
other conditions to consummation of the transaction; the failure of
the transaction to close for any other reason; the amount of the
costs, fees, expenses and charges related to the transaction and
the actual terms of certain financings that will be obtained for
the transaction; and other risks detailed in AMICAS' current
filings with the SEC, including its most recent filings on Forms
10-Q and 10-K, which are available at http://www.sec.gov/. All
forward-looking statements in this press release are qualified by
these cautionary statements and are made only as of the date of
this release. AMICAS is under no obligation (and expressly
disclaims any such obligation) to update or alter its
forward-looking statements, whether as a result of new information,
future events, or otherwise. CONTACTS: Media Investors Matthew
Sherman / Andrew Siegel Kevin Burns, CFO Joele Frank, Wilkinson
Brimmer Katcher AMICAS, Inc. 212-355-4449 617-779-7855 Scott Winter
Innisfree M&A Incorporated 212-750-5833 DATASOURCE: AMICAS,
Inc. CONTACT: Media: Matthew Sherman or Andrew Siegel, both of
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449; Investors:
Kevin Burns, CFO, AMICAS, Inc., +1-617-779-7855; or Scott Winter,
Innisfree M&A Incorporated, +1-212-750-5833 Web Site:
http://www.amicas.com/
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