AMICAS issues statement on Merge Healthcare's views on acquisition proposal

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.htm.

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.