AMICAS enters into definitive merger agreement to be acquired by an affiliate of Thoma Bravo

AMICAS, Inc. (Nasdaq: AMCS), a leader in image and information management solutions, today announced that on December 24, 2009, it entered into a definitive merger agreement to be acquired by an affiliate of Thoma Bravo, LLC, in a transaction valued at approximately $217 million. The AMICAS Board of Directors unanimously approved the agreement and resolved to recommend that the shareholders of AMICAS adopt the agreement.

Under the terms of the agreement, AMICAS shareholders will receive $5.35 in cash for each share of AMICAS common stock they hold, representing a premium of approximately 24 percent over AMICAS' average closing share price during the 30 trading days ending December 24, 2009, and a 38 percent premium over AMICAS' average closing share price during the 90 trading days ending December 24, 2009.

"The agreement with Thoma Bravo provides an attractive all-cash valuation to our shareholders, and we look forward to completing the transaction under the terms of the agreement as expeditiously as possible," said Stephen Kahane MD, president, chief executive officer, and chairman of AMICAS.

"We look forward to continuing our mission to provide the best solutions for image and information management in healthcare," said Dr. Kahane. "We believe that working with Thoma Bravo will enable us to focus our resources on our business and our customers. With the additional capital and operational expertise available to AMICAS through Thoma Bravo, we will be able to grow as the needs of our customers evolve and will be enabled to better serve our market."

"Thoma Bravo is excited to partner with the AMICAS management team to continue growing the company into the leading provider of image IT solutions for the healthcare industry," said Orlando Bravo, a managing partner at Thoma Bravo.

"Thoma Bravo will further strengthen the industry leadership position of AMICAS through organic growth initiatives, acquisitions, and implementation of operational best practices," added Seth Boro, a principal at Thoma Bravo. "We look forward to helping AMICAS better serve the evolving needs of its healthcare industry customers."

The transaction is subject to customary closing conditions, including requisite regulatory approvals and approval of AMICAS shareholders. The transaction is not subject to a financing condition. AMICAS expects the transaction to close in the first quarter of 2010.

Under the merger agreement, there is a provision whereby AMICAS may solicit alternative proposals from third parties during the 45 calendar days commencing December 24, 2009. There can be no assurance that an alternative transaction will emerge. For further information regarding all terms and conditions contained in the definitive merger agreement, please see our Current Report on Form 8-K, which will be filed in connection with this transaction.

Raymond James & Associates, Inc. is serving as financial advisor to AMICAS. Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. is serving as legal counsel to AMICAS, and Thoma Bravo's legal counsel is Kirkland & Ellis, LLP.

SOURCE AMICAS, Inc.