Merge Healthcare and Amicas Creating a Global IT Provider

Amicas, Inc. (Boston, MA, USA) and Merge Healthcare, Inc. (Milwaukee; WI, USA) announced that they plan to enter into a definitive merger agreement pursuant to which Merge will acquire all of the outstanding shares of Amicas for US$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 (Chicago, IL, USA), a private equity firm, and to enter into the Merge acquisition agreement. Merge's $6.05 per share cash purchase price represents a premium of approximately 13% over the $5.35 per share price contemplated by the prior agreement.

Together, Amicas and Merge will become a leading global healthcare information technology (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 product portfolio will range from comprehensive automation solutions for cardiology and radiology providers to enterprise content management solutions for international distribution networks (IDNs) to original equipment manufacturer (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% 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% premium over Amicas' volume-weighted average share price during the 90 trading days ending December 24, 2009.

The companies expect to execute quickly 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 at the end of March 2010. 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.

Stephen Kahane, M.D., president, CEO, 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 [computer-aided detection] 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.”

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

Merge Healthcare 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 range from standards-based development toolkits to sophisticated clinical applications.

Amicas is an independent provider of imaging IT solutions. The company offers a comprehensive suite of image and information management solutions--from radiology picture archiving and communications systems (PACS) to cardiology PACS, radiology information systems to cardiovascular information systems, 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.

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