Merge Healthcare (NASDAQ: MRGE) (“Merge”), a health IT solutions
provider, announced today that it has commenced a tender offer for all
of the outstanding shares of common stock in AMICAS, Inc. (NASDAQ: AMCS)
(“AMICAS”), a leader in image and information management solutions. The
tender offer is being commenced as provided in the previously announced
definitive merger agreement between Merge and AMICAS dated as of
February 28, 2010, under which a subsidiary of Merge (“Merger Sub”) will
acquire all of the outstanding shares of AMICAS, Inc. Subject to the
terms and conditions of the offer, AMICAS stockholders who validly
tender their shares in the tender offer will receive $6.05 for each
share of AMICAS common stock tendered and not withdrawn.
The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, at the end of Thursday, April 15, 2010,
unless extended. Following the completion of the tender offer, Merge
expects to merge its subsidiary into AMICAS, resulting in any shares not
purchased in the tender offer being converted into the right to receive
the same cash price per share as paid in the tender offer. The tender
offer is subject to customary closing conditions, including the
specified number of shares of common stock that must be tendered and/or
purchased to result in Merger Sub owning one share more than 90% of the
Shares outstanding on a fully diluted basis. Merge estimates that this
minimum tender condition will be satisfied if at least 60% of the
outstanding shares of AMICAS common stock are tendered and not withdrawn
in the tender offer.