SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMICAS, INC.
(Name of Subject Company)
AMICAS, INC.
(Names of Person Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
001712108
(CUSIP Number of Class of Securities)
Stephen N. Kahane, M.D., M.S.
20 Guest Street, Suite 400
Boston, Massachusetts 02135
(617) 779-7878
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and
Communications on Behalf of the Person Filing Statement)
Copies To:
Michael L. Fantozzi, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C.
One Financial Center
Boston, MA 02111
617-348-1640
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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News Release
FOR IMMEDIATE RELEASE
AMICAS AGREES TO BE ACQUIRED BY MERGE
HEALTHCARE FOR $6.05 PER SHARE IN CASH
Combination to Create a Leading Global Healthcare IT Provider and
a Pure-Play Medical Imaging Software Vendor
AMICAS to Terminate Merger Agreement with Thoma Bravo Affiliate
BOSTON, MA and MILWAUKEE, WI March 5, 2010 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.
Merges $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 companys solution portfolio will range from comprehensive
automation solutions for cardiology and radiology providers to enterprise content management
solutions for IDNs 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 todays medical imaging providers. In
addition, Merges 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 Merges
financial advisor and will act as its dealer-manager in connection with the tender offer.
McDermott Will & Emery LLP is legal counsel to Merge.
About Merge Healthcare Incorporated
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
.
About AMICAS, Inc.
AMICAS, Inc. (
www.amicas.com
) is a leading independent provider of imaging IT solutions.
AMICAS offers the industrys most comprehensive suite of image and information management solutions
from radiology PACS to cardiology PACS, from radiology information systems to cardiovascular
information systems, from revenue cycle management solutions to enterprise content management tools
designed to power the imaging component of the electronic medical record (EMR). AMICAS provides a
complete, end-to-end solution for radiology practices, imaging centers, and ambulatory care
facilities. Hospitals and integrated delivery networks are provided with a comprehensive image
management solution for cardiology and radiology that supports EMR strategies to enhance clinical,
operational, and administrative functions.
Merge Healthcare Incorporated cautionary statement regarding forward-looking statements
This press release contains forward-looking statements, including forward-looking statements
regarding Merges offer to acquire AMICAS. Merge has used words such as believes, intends,
anticipates, expects and similar expressions to identify forward-looking statements. These
statements are based on
information currently available to Merge and are subject to a number of risks and uncertainties
that may cause Merges actual results of operations, financial condition, cash flows, performance,
business prospects and opportunities and the timing of certain events to differ materially from
those expressed in, or implied by, these statements. Such statements may also include, but are not
limited to, statements about the benefits of the proposed transaction, expected future earnings,
revenues, cost savings, operations, business trends and other such statements that are not
historical facts, which are or may be based on Merges plans, estimates and projections. Such
forward-looking statements involve risks and uncertainties, many of which are beyond the control of
Merge, that could cause Merges actual results to differ materially from those indicated in any
such forward-looking statements. Such factors include, but are not limited to, integration
activities, increased competition, Merges ability to integrate its software products with those of
AMICAS, unanticipated expenses in connection with litigation, settlement of legal disputes,
regulatory investigations or enforcement actions, Merges indebtedness and ability to pay its
indebtedness, tax law changes, failure to obtain necessary regulatory approvals or required
financing or to satisfy any of the other conditions of the transaction, adverse effects on the
market price of Merges common stock and on Merges operating results because of a failure to
complete the proposed acquisition, failure to realize the expected benefits of the proposed
acquisition, significant transaction costs and/or unknown liabilities and general economic and
business conditions that affect the combined company following the completion of the proposed
acquisition. These risks, uncertainties and other factors include, without limitation, those
matters discussed in Item 1A of Part I of Merges Annual Report on Form 10-K for the year ended
December 31, 2008, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
Except as expressly required by the federal securities laws, Merge undertakes no obligation to
update such factors or to publicly announce the results of any of the forward-looking statements
contained herein to reflect future events, developments, or changed circumstances, or for any other
reason. The following discussion should be read in conjunction with Merges consolidated financial
statements and notes thereto appearing in its Annual Report on Form 10-K, and Item 1A, Risk
Factors in both its Annual Report on Form 10-K for the year ended December 31, 2008 and its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
AMICAS, Inc. cautionary statement regarding forward-looking statements
This press release contains forward-looking statements. These forward-looking statements include,
without limitation, statements regarding the expected benefits of the proposed transaction, future
performance, and the completion of the transaction. These statements are based on the current
expectations of management of AMICAS, involve certain risks, uncertainties, and assumptions that
are difficult to predict, and are based upon assumptions as to future events that may not prove
accurate. Therefore, actual outcomes and results may differ materially from what is expressed
herein. There are a number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this press release, many of which are
beyond AMICAS ability to control or predict. For example, among other things, the occurrence of
any event, change or other circumstances that could give rise to the termination of the Merge
Acquisition Agreement; the outcome of any legal proceedings that have been or may be instituted
against AMICAS and others relating to the transaction; or the failure to satisfy other conditions
to consummation of the transaction; the failure of the transaction to close for any other reason;
the amount of the costs, fees, expenses and charges related to the transaction and the actual terms
of certain financings that will be obtained for the transaction; and other risks detailed in
AMICAS current filings with the Securities and Exchange Commission (SEC), including its most
recent filings on Forms 10-Q and 10-K, which are available at
www.sec.gov
. All
forward-looking statements in this press release are qualified by these cautionary statements and
are made only as of the date of this release. AMICAS is under no obligation (and expressly
disclaims any such obligation) to update or alter its forward-looking statements, whether as a
result of new information, future events, or otherwise.
Important additional information will be filed with the SEC.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of
AMICAS. The tender offer for shares of AMICAS common stock described in this press release has
not yet been commenced.
At the time the tender offer is commenced, Merge intends to file with the SEC and mail to AMICAS
stockholders a Tender Offer Statement on Schedule TO and related exhibits, including the offer to
purchase, letter of transmittal and other related documents, and AMICAS intends to file with the
SEC and mail to its stockholders a Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 in connection with the transaction. These will contain important information about Merge,
AMICAS, the transaction and other related matters. Investors and security holders are urged to read
each of these documents carefully when they are available.
Investors and security holders will be able to obtain free copies of the Tender Offer Statement,
the Tender Offer Solicitation/Recommendation Statement and other documents filed with the SEC by
Merge and AMICAS through the web site maintained by the SEC at
www.sec.gov
. In addition,
investors and security holders will be able to obtain free copies of these documents by contacting
the Investor Relations departments of Merge or AMICAS.
Contacts:
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At AMICAS
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At Merge Healthcare
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Investors
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Julie Pekarek
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Kevin Burns
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Chief Marketing Officer
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Chief Financial Officer
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414-977-4254
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617-779-7855
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jpekarek@merge.com
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Media
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Matthew Sherman / Andrew Siegel
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Joele Frank, Wilkinson Brimmer Katcher
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212-355-4449
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