Merge Healthcare Incorporated (NASDAQ: MRGE) today announced that it and Morgan Stanley Senior Funding, Inc. have executed a definitive commitment letter for $200 million of bridge financing to finance, in part, Merge’s proposed acquisition of AMICAS, Inc. (NASDAQ: AMCS). Merge’s proposal to acquire AMICAS for $6.05 cash per share, or an aggregate of $248 million, represents a 13% premium to the previously-announced offer from a newly-formed affiliate of Thoma Bravo, LLC for $5.35 cash per share.
In addition to the proceeds of the Morgan Stanley financing commitment and cash already available at the two companies, Merge has also established an account with $40 million of pre-funded proceeds from its mezzanine investors. A portion of such pre-funded proceeds will be placed in escrow pursuant to Merge’s proposed Merger Agreement with AMICAS.
Today, Merge paid a non-refundable commitment fee to Morgan Stanley for its financing commitment. Merge has incurred several million dollars of non-refundable fees and expenses related to its proposed acquisition of AMICAS. Merge’s Board of Directors believes that these expenditures and the cash breakup fee, which would become payable if Merge were to breach its obligations under the Merger Agreement, amply demonstrate Merge’s enthusiasm and dedication to the successful consummation of its proposed AMICAS acquisition.
Merge looks forward to working with the AMICAS Board, subject to the provisions in the Thoma Bravo agreement, to enter into a merger agreement with AMICAS providing for a $6.05 cash per share negotiated tender offer for all AMICAS shares and a subsequent back end merger, which would close as quickly as possible thereafter.
A copy of the Morgan Stanley commitment letter is attached as Exhibit 1 and is incorporated by reference.
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