Merge Healthcare increases offer for AMICAS to $6.05 cash per share

Merge Healthcare Incorporated (NASDAQ: MRGE) today announced its pending $6.05 cash per share offer for AMICAS, Inc. (NASDAQ: AMCS). Merge’s proposal, for an aggregate of $248 million, represents a 13% premium to the previously-announced offer for AMICAS from a newly-formed affiliate of Thoma Bravo, LLC for $5.35 cash per share. Merge’s current offer follows its offer of $6.00 cash per share that was made during the “go-shop” period contemplated by AMICAS’ merger agreement with Thoma Bravo. Last week, Merge intervened in Massachusetts litigation challenging the adequacy of AMICAS’ disclosures relating to this transaction, as well as the process by which its proposals have been considered by the AMICAS Board of Directors.

Merge has received a signed bridge financing commitment from Morgan Stanley to provide $200 million of debt financing, and is subject only to standard and customary conditions. Based on that commitment and available cash, including $40 million of pre-funded equity investments from mezzanine investors, Merge has proposed to commence a $6.05 cash per share tender offer for all AMICAS shares and to close the acquisition as quickly as possible thereafter.