Merge Healthcare Commences Cash Tender Offer for All Outstanding Shares of AMICAS, Inc.
20 3월 2010 - 6:32AM
Business Wire
Merge Healthcare (NASDAQ: MRGE) (“Merge”), a health IT solutions
provider, announced today that it has commenced a tender offer for
all of the outstanding shares of common stock in AMICAS, Inc.
(NASDAQ: AMCS) (“AMICAS”), a leader in image and information
management solutions. The tender offer is being commenced as
provided in the previously announced definitive merger agreement
between Merge and AMICAS dated as of February 28, 2010, under which
a subsidiary of Merge (“Merger Sub”) will acquire all of the
outstanding shares of AMICAS, Inc. Subject to the terms and
conditions of the offer, AMICAS stockholders who validly tender
their shares in the tender offer will receive $6.05 for each share
of AMICAS common stock tendered and not withdrawn.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, at the end of Thursday,
April 15, 2010, unless extended. Following the completion of the
tender offer, Merge expects to merge its subsidiary into AMICAS,
resulting in any shares not purchased in the tender offer being
converted into the right to receive the same cash price per share
as paid in the tender offer. The tender offer is subject to
customary closing conditions, including the specified number of
shares of common stock that must be tendered and/or purchased to
result in Merger Sub owning one share more than 90% of the Shares
outstanding on a fully diluted basis. Merge estimates that this
minimum tender condition will be satisfied if at least 60% of the
outstanding shares of AMICAS common stock are tendered and not
withdrawn in the tender offer.
The terms and conditions of the offer are described in the
tender offer documents, which are being mailed to AMICAS
stockholders and filed with the Securities and Exchange Commission
(“SEC”). In particular, Merge today filed with the SEC a tender
offer statement on Schedule TO setting forth in detail the terms of
the tender offer. Today AMICAS also filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of the
AMICAS board of directors that AMICAS stockholders tender their
shares pursuant to the tender offer. These documents contain
important information about the transaction, and investors and
security holders are urged to read them carefully before making any
decision with respect to the tender offer. Investors and security
holders can obtain free copies of the Schedule TO, Schedule 14D-9
and other filings containing information about Merge and AMICAS,
without charge, at the SEC’s website (http://www.sec.gov). A free
copy of the tender offer materials may also be obtained from
Merge’s website at http://www.merge.com and from the AMICAS website
at http://www.amicas.com.
About Merge Healthcare
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
AMICAS, Inc. (www.amicas.com) is a leading independent
provider of imaging IT solutions. AMICAS offers the industry’s 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.
Amicas (NASDAQ:AMCS)
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