AMICAS and Merge Healthcare sign definitive merger agreement

AMICAS, Inc. (Nasdaq: AMCS) and Merge Healthcare Incorporated (Nasdaq: MRGE) today announced that they will enter into a definitive merger agreement (the "Merge Acquisition Agreement") pursuant to which Merge will acquire all of the outstanding shares of AMICAS for $6.05 per share in cash, or an aggregate of $248 million. 

The Board of Directors of AMICAS has unanimously voted to terminate AMICAS' previously announced agreement with an affiliate of Thoma Bravo, LLC and to enter into the Merge Acquisition Agreement.  Merge's $6.05 per share cash purchase price represents a premium of approximately 13% percent over the $5.35 per share price contemplated by the prior agreement.

Together, AMICAS and Merge will become a leading global healthcare IT provider, bringing together the best employees, customers and solutions in a broad array of image and information management and related solutions.  The combined company's solution portfolio will range from comprehensive automation solutions for cardiology and radiology providers to enterprise content management solutions for IDN's to OEM solutions for health IT applications to trial, site and patient management solutions for pharmaceutical, biotechnology, medical device and contract research organizations.  

The $6.05 per share cash purchase price represents a premium of approximately 38.8 percent over AMICAS' volume-weighted average share price during the 30 trading days ending December 24, 2009, the last trading day prior to the public announcement of AMICAS' merger agreement with Thoma Bravo, and a 55.8 percent premium over AMICAS' volume-weighted average share price during the 90 trading days ending December 24, 2009.

The companies expect to promptly execute a definitive Merge Acquisition Agreement for a two-step transaction.  The first step will be a cash tender offer for all of AMICAS' outstanding common stock, and the tender offer is expected to commence in about two weeks.  The second step will be a merger pursuant to which any untendered shares of AMICAS common stock will be converted into the right to receive the same $6.05 per share cash price.  The tender offer and merger will be subject to certain closing conditions, including successful tender of a minimum number of shares of AMICAS common stock, antitrust clearance and other regulatory approvals, and is expected to close in the second quarter of 2010.  There is no financing condition to the consummation of the transaction.  

Stephen Kahane, MD, president, chief executive officer, and chairman of AMICAS, said, "Throughout this process, AMICAS' Board has been focused on maximizing stockholder value and our agreement with Merge Healthcare demonstrates that commitment.  We are proud of what we have built at AMICAS, including the solutions we deliver, the intimate partnerships we have with our customers and the excellent reputation we have in the marketplace.  This transaction with Merge validates the strength of the business we have built.  We look forward to working with Merge to complete the transaction as expeditiously as possible."

"We are very pleased with this significant positive step toward successfully combining these two great companies," said Justin Dearborn, Merge CEO.  "Merge and AMICAS have strong histories of innovation in medical imaging software, experienced employees and engaged customers.  As a combined company, our suite of health IT solutions will encompass a broad range of medical and biopharmaceutical imaging solutions to meet the needs of today's medical imaging providers.  In addition, Merge's OEM and CAD technologies, international and eCommerce distribution channels, and additional market segments such as clinical trials provide new opportunities for AMICAS products and customers. On behalf of everyone at Merge, I look forward to welcoming and working closely with the AMICAS team."

Merge has obtained $240 million of debt and equity commitments to finance the transaction.  Merge and Morgan Stanley Senior Funding, Inc. have executed a definitive commitment letter for $200 million of debt financing.  Merge also has $40 million of equity purchase commitments from private investors for the issuance of Merge common stock and a new class of Merge non-voting preferred stock.

Prior to entering into the Merge Acquisition Agreement, AMICAS will terminate its previous merger agreement.  In accordance with that  agreement, AMICAS will pay an affiliate of Thoma Bravo a termination fee of $8.6 million, half of which will be reimbursed by Merge.

Raymond James & Associates, Inc. is serving as financial advisor to AMICAS, and Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. is serving as its legal counsel.  Morgan Stanley is Merge's financial advisor and will act as its dealer-manager in connection with the tender offer.  McDermott Will & Emery LLP is legal counsel to Merge.