- Written communication by the subject company relating to a third party tender offer (SC14D9C)
08 3월 2010 - 8:06PM
Edgar (US Regulatory)
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
þ
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
AMICAS JOINS MERGE
FREQUENTLY ASKED QUESTIONS
FOR EMPLOYEES
1.
|
|
Why are Merge and AMICAS merging?
|
|
|
|
The combined business will create a global Healthcare IT leader bringing together the best
employees, customers, and solutions in a broad array of image and information management
and related solutions. Our combined portfolio will range from comprehensive automation
solutions for cardiology and radiology providers to enterprise content management solutions
for IDNs to OEM solutions for heath IT applications to trial, site and patient management
solutions for pharmaceutical, biotechnology, medical device and contract research
organizations
|
|
|
|
Highlights regarding the combined business:
|
|
|
|
Our combined business will have over 2,000 customers!
|
|
|
|
|
Our combined business will offer solutions for a broad segment of the
healthcare market including hospitals, integrated delivery networks, radiology
practices, cardiovascular providers, healthcare IT vendors, clinical trials
vendors, surgical providers, and many, many more!
|
2.
|
|
What does this mean for me as an existing AMICAS employee?
|
|
|
|
AMICAS employees will benefit from a business that has greater scale this means expanded
capabilities and experience for product development, professional services, and customer
support. In addition to our having a broader product suite, we believe that the
combination will facilitate our expansion outside the U.S.
|
|
3.
|
|
Ive seen a number of press releases related to the merger in the last couple of
weeks. What is going on? Is this merger complete?
|
|
|
|
There were a number of press releases over the last couple of weeks to educate AMICAS
investors about the acquisition proposal from Merge. Earlier this week, we issued a press
release indicating that the final proposal from Merge was in fact superior to the Thoma
Bravo agreement. Finally, today we announced that we have terminated the previous merger
agreement with Thoma Bravo and that we have entered into a merger agreement with Merge.
|
|
4.
|
|
What happened to Thoma Bravo?
|
|
|
|
As many of you know, AMICAS signed a merger agreement Thoma Bravo in December that would
have transformed AMICAS into a private company. As a part of that merger agreement,
AMICAS Board of Directors has a fiduciary responsibility to consider any superior offers
that materialize before the Thoma Bravo transaction can be approved. The Merge proposal
has been deemed to be a superior proposal for AMICAS shareholders.
|
|
5.
|
|
When do we anticipate the merger with Merge to be completed?
|
|
|
|
Obviously, there is still a lot of work do be done, however, we anticipate the transaction
to be completed sometime in the second quarter of 2010.
|
|
6.
|
|
How will AMICAS fit within Merge? Who will be running the company? What will this
mean for me and my position? Will Merge maintain the current AMICAS physical offices?
|
|
|
|
There have been no significant discussions or any final decisions made regarding the future
structure of the combined company as a result, there are many decisions that are
|
|
|
not yet finalized. Merge has a RIS/PACS business, an OEM business, a clinical trials
automation business as well as a couple of other businesses. We believe that AMICAS and
its products have a very strong position in the market, and we believe that will continue
following the transaction. We believe that AMICAS including the team, the customers and
the product/technology will be an extremely important component of the going forward
business because AMICAS is over five times the size of the Merge RIS/PACS business. We
believe this foundation and drive towards supporting and facilitating customer success will
remain intact and be a critical part of the business going forward.
|
|
7.
|
|
How does this impact what I am doing today and the initiatives that I am working on
at this time?
|
|
|
|
It is extremely important that we continue to operate under the principle of business as
usual. We still have a lot of work to get done as a business and we need to stay on track
with our current goals and objectives. Again, this is extremely important.
|
|
8.
|
|
How much product overlap is there between the companies? Which products will we
continue to use going forward?
|
|
|
|
There is remarkably little product overlap between the companies and both companies have
a track record of investing significantly in research and development initiatives. We will
need to navigate the product overlap in radiology PACS and RIS in the coming weeks and
months but our initial impression is that we believe there are some potentially very
interesting synergies between AMICAS and Merge in the areas of thin client viewing, CAD,
and EMR integration.
|
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.
Amicas (NASDAQ:AMCS)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Amicas (NASDAQ:AMCS)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024