AMICAS Confirms Receipt of Updated Acquisition Proposal From Merge Healthcare
24 Febbraio 2010 - 4:29PM
PR Newswire (US)
BOSTON, Feb. 24 /PRNewswire-FirstCall/ -- AMICAS, Inc.
(NASDAQ:AMCS), a leader in image and information management
solutions, today announced that it has received from Merge
Healthcare Incorporated (NASDAQ:MRGE) ("Merge") a proposal to
acquire all of the outstanding shares of AMICAS for $6.05 per share
in cash, which has been updated to include an executed definitive
commitment letter for $200 million of financing from Morgan Stanley
and confirmation that Merge will place a portion of the pre-funded
proceeds received from its mezzanine investors into an escrow
account directly accessible by AMICAS. As previously announced, on
December 24, 2009 AMICAS entered into a definitive merger agreement
to be acquired by an affiliate of Thoma Bravo, LLC (the "Thoma
Bravo Merger Agreement") for $5.35 per share in cash. The AMICAS
Board of Directors, in accordance with its fiduciary duties and the
terms of the Thoma Bravo Merger Agreement, will evaluate the
updated Merge proposal to determine the appropriate next steps.
AMICAS will advise stockholders of the Board's recommendation in
due course, and stockholders are advised to take no action at this
time. There can be no assurance that a transaction with Merge will
result. Raymond James & Associates, Inc. is serving as
financial advisor to AMICAS and Mintz, Levin, Cohn, Ferris,
Glovsky, and Popeo, P.C. is serving as legal counsel. 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 will file a proxy statement and
relevant documents concerning the proposed transaction with the SEC
relating to the solicitation of proxies to vote at a special
meeting of stockholders to be called to approve the proposed
transaction. The definitive proxy statement will be mailed to the
stockholders of the company in advance of the special meeting.
Shareholders of AMICAS are urged to read the proxy statement and
other relevant materials when they become available because they
will contain important information about AMICAS and the proposed
transaction. Shareholders may obtain a free copy of the proxy
statement and any other relevant documents filed by AMICAS with the
SEC (when available) at the SEC's Web site at http://www.sec.gov/.
In addition, shareholders 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
shareholders 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 when it becomes
available. Each of these documents is, or will be, available for
free 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 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding 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, Inc., 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 document. For example, among other
things, conditions to the closing of the transaction may not be
satisfied and the transaction may involve unexpected costs,
liabilities, or delays, any of which could cause the transaction to
not be consummated. Additional factors that may affect the future
results of AMICAS are set forth in its filings with the Securities
and Exchange Commission, which are available at
http://www.sec.gov/. All forward-looking statements in this 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; or
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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