Merge Healthcare completes private placement of preferred and common stock

Merge Healthcare (NASDAQ: MRGE) ("Merge"), a health IT solutions provider, announced today that it has completed a private placement of preferred and common stock totaling $41.75 million, which is specified for use in funding a portion of the proposed acquisition of AMICAS, Inc. (NASDAQ: AMCS) ("AMICAS"), a provider of medical imaging software and services. Pursuant to the previously-announced definitive merger agreement between Merge and AMICAS, a subsidiary of Merge commenced a tender offer on March 19, 2010 to purchase all of the outstanding shares of common stock of AMICAS for $6.05 per share of common stock validly tendered in the tender offer and not withdrawn. The merger agreement contains a commitment from Merge to provide $40 million in preferred equity to the acquisition. This private placement will satisfy that commitment and is scheduled to close prior to the close of the tender offer to AMICAS shareholders.

Merge entered this securities purchase agreement with fourteen institutional and other accredited investors, pursuant to which Merge will issue an aggregate of 41,750 shares of Series A Non-Voting Preferred Stock and 7,515,000 shares of common stock for a total purchase price of $41.75 million, before fees and expenses. The securities to be issued in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from the registration requirements of the Securities Act. Merge has agreed to file a registration statement with the SEC covering the resale of the common stock issued in the private placement, provided however, that pursuant to the terms of the securities purchase agreement the investors shall be restricted from transferring the shares acquired in the private placement without the prior consent of Merge (other than to an affiliate) until the earlier of the first anniversary of their issuance or the occurrence of a "change of control" as defined in the securities purchase agreement.