Merge + AMICAS: Merge Healthcare Confirms Fully Financed Offer for AMICAS

MILWAUKEE--(BUSINESS WIRE)-- Merge Healthcare Incorporated (NASDAQ: MRGE) today announced that it has received numerous calls from investors about its proposal to acquire AMICAS, Inc. (NASDAQ: AMCS) for $6.05 cash per share, and that, in response Merge is providing additional information to clarify certain questions raised by investors. Merge’s proposal, for 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 press releases issued on February 22nd and a supplement to its earlier definitive proxy materials related to the Thoma Bravo merger filed by AMICAS with the Securities and Exchange Commission, AMICAS expressed its doubt about Merge’s commitment and ability to close its proposed acquisition of AMICAS. In fact, Merge is fully committed and is prepared to complete the AMICAS transaction.

Merge has not requested a financing “out” in its proposed Merger Agreement, and under the terms of that Agreement, Merge would be liable to AMICAS for almost $18.6 million in cash (not merely $10 million as suggested by the AMICAS announcements) if it breached its obligations due to its inability to fund the transaction.

There has also been some confusion regarding when Merge entered the proposal process. Although characterized by AMICAS as an “eleventh hour attempt,” as noted in AMICAS’ proxy statement supplement, Merge approached AMICAS almost 18 months ago to strike such a deal and has continued that effort ever since. Merge remains ready to finalize a definitive Merger Agreement with AMICAS that would provide for the commencement of a negotiated tender offer promptly after Thoma Bravo has waived its match rights and various other conditions are met.

Merge also believes it is important to clarify the status of the AMICAS stockholder litigation. On February 17th, the Massachusetts Superior Court enjoined AMICAS “from holding a shareholder meeting on February 19th that would require AMICAS shareholders to vote on whether to approve the [Thoma Bravo transaction].” The order also addressed several other points relevant to the Merge proposal, including:

* the AMICAS stockholder meeting has been ordered “adjourned pending further order of the Court”;
* the Court found evidence that AMICAS’ initial proxy statement filed on January 19, 2010 “contains materially deficient disclosures concerning the merger”; and
* Plaintiffs had “demonstrated a substantial likelihood of succeeding on the merits of their claims for breach of fiduciary duty” against AMICAS and its Directors.

A copy of the Court’s Order, a publicly available document, is attached as Exhibit 1 to this press release.

Merge believes it is in the best interest of each company’s stockholders, customers and employees to bring Merge and AMICAS together and build a stronger future. Merge looks forward to working with the AMICAS Board, subject to the provisions in the Thoma Bravo agreement, to commence a $6.05 cash per share negotiated tender offer for all AMICAS shares and to close the acquisition as quickly as possible thereafter.

Merge Healthcare Incorporated develops solutions that automate healthcare data and diagnostic workflow to enable a better electronic record of the patient experience, and to enhance product development for health IT, device and pharmaceutical companies. Merge products, ranging from standards-based development toolkits to sophisticated clinical applications, have been used by healthcare providers, vendors and researchers worldwide for over 20 years. Additional information can be found at www.merge.com.