AMICAS Files Amended Proxy Materials; Confirms Receipt of Highly-Conditional Acquisition Proposal From Merge Healthcare
22 Febrero 2010 - 7:00AM
PR Newswire (US)
Board of Directors Rejects Merge's Highly-Conditional Proposal as
Illusory and Risky to AMICAS Stockholders; Board Continues to
Unanimously Recommend that Stockholders Vote FOR the Thoma Bravo
Merger BOSTON, Feb. 22 /PRNewswire-FirstCall/ -- AMICAS, Inc.
(NASDAQ:AMCS), a leader in image and information management
solutions, today filed amended proxy materials with the Securities
and Exchange Commission ("SEC") disclosing, among other things,
that it has received an unsolicited proposal from Merge Healthcare
Incorporated (NASDAQ:MRGE) ("Merge") under which Merge would seek
to acquire all of the outstanding shares of AMICAS for $6.05 per
share in cash (the "Merge proposal"). Merge's highly-conditional
proposal is (i) dependent on third-party financing, (ii) subject to
a "reverse break" fee, which essentially gives Merge a $10 million
"option" to buy AMICAS; (iii) subject to a number of additional
conditions, the satisfaction of which are within Merge's control,
and (iv) has been characterized as Merge's "best and final"
proposal. Given the highly-conditional nature of Merge's most
recent proposal, the AMICAS Board of Directors believes that the
Merge proposal is illusory and risky to AMICAS stockholders. As
previously announced, on December 24, 2009, AMICAS entered into a
definitive merger agreement with Thoma Bravo, LLC, under which an
affiliate of Thoma Bravo would acquire all of the outstanding
shares of AMICAS for $5.35 per share in cash (the "Thoma Bravo
Merger"). This purchase price is fully financed and guaranteed by
Thoma Bravo and other first tier private equity funds and is not
dependent on unguaranteed, third-party financing. AMICAS noted that
Thoma Bravo was ready, willing and able to close the transaction on
its originally scheduled closing date of February 19, 2010. AMICAS
believes the Thoma Bravo Merger provides AMICAS stockholders with
immediate and certain cash value. AMICAS is confident that the
Thoma Bravo Merger can be completed in a timely manner immediately
following stockholder approval at the Special Meeting of AMICAS
Stockholders scheduled to be reconvened on March 4, 2010. AMICAS
has been advised that Thoma Bravo currently remains fully committed
to the transaction. The AMICAS Board and management team have
actively engaged with Merge and its advisors in an attempt to
negotiate a transaction that is in the best interest of AMICAS'
stockholders. After carefully reviewing Merge's most recent
proposal, the AMICAS Board, consulting with its independent
financial and legal advisors, determined that the Merge proposal is
not a Superior Proposal as defined under the Thoma Bravo Merger.
Merge has failed to provide sufficient financial guarantees and
reasonable protections for AMICAS stockholders. Accordingly, the
AMICAS Board continues to unanimously recommend that AMICAS
stockholders vote FOR the Thoma Bravo Merger. In making its
determination that Merge's proposal is not a Superior Proposal, the
AMICAS Board noted, among many other things: -- The Merge proposal
relies upon future completion of a high-yield debt financing that
is subject to numerous conditions, including conditions related to
Merge's financial position; -- AMICAS cannot enforce the financial
commitments of Merge's lenders; -- The potential for termination
due to a Material Adverse Change ("MAC") at either company creates
financing and closure risk; -- Merge's proposal amounts to a
low-cost purchase option on AMICAS' business, providing very
limited recourse for AMICAS should the transaction fail, and
providing Merge with very little incentive to move forward should
Merge choose not to proceed with its proposal; -- Merge is a
microcap company with limited resources and experience and no
demonstrated track record of profitable operations. This increases
the likelihood of a MAC and compromises Merge's ability to complete
the contemplated $200 million high-yield debt financing; -- Merge
requires that AMICAS terminate the Thoma Bravo Merger and pay the
break-up fee of $8.6 million, an amount AMICAS believes it is
unlikely to recover from Merge, with no assurance the Merge
proposal can subsequently be completed; -- Unlike the guaranteed
performance included in the Thoma Bravo Merger, AMICAS would have
little ability to enforce the proposed transaction with Merge. This
would impose significant risk of a failed transaction on AMICAS
stockholders; -- Unlike Thoma Bravo, Merge will not agree to
guarantee funding of the transaction. Despite numerous requests by
AMICAS, Merge refuses to provide for a substantial break fee in
lieu of guaranteed funding. In addition, Merge has consistently
refused to escrow funds to secure a reverse break-up fee; this
implies a lack of commitment and raises concern about the viability
of Merge's highly-conditional, contingent proposal; -- Merge's
proposal requires that approximately 62% of the issued and
outstanding shares of AMICAS common stock tender into a Merge
offer. This is significantly less favorable than the simple
majority vote required for the Thoma Bravo Merger; -- Merge has
refused to provide AMICAS with access to diligence materials,
despite the fact that the financing is conditioned on the absence
of a combined company MAC. This has prevented the AMICAS Board from
fully evaluating the risks of the transaction on behalf of AMICAS
stockholders; -- The Merge proposal would require additional
regulatory review and approvals from the SEC and other agencies,
which may be subject to additional risk given the recent SEC
investigation into Merge's financial reporting practices. In
addition, the 2009 audited financial statements for both AMICAS and
Merge would have to be completed and filed with the SEC, creating
further delay and risk; and -- The Board believes that Merge's
primary motivation is as a competitor and is designed to interfere
with the current merger agreement between AMICAS and Thoma Bravo
and damage AMICAS, as evidenced by Merge's decision to seek to
advance its highly-conditional and illusory proposal at such a late
stage in the transaction process between AMICAS and Thoma Bravo.
AMICAS also noted that Raymond James & Associates, Inc., the
independent financial advisor to AMICAS' Board of Directors, led a
robust process to provide a market-check on the Thoma Bravo
transaction terms and to maximize stockholder value. During the
45-day "go-shop" period ended February 7, 2010, AMICAS had the
right to solicit and negotiate alternative proposals. Raymond James
and the Company evaluated a broad universe of potential financial
and strategic buyers to identify parties with a likely interest and
capacity to fund a superior proposal. During the go-shop period, 26
potential buyers participated in the process, including 15
contacted proactively (maximum allowed under go-shop terms)and 11
unsolicited inquiries. The solicitation was spread out over two
weeks to allow unsolicited interest to surface. The Company
received one proposal from a third-party that the AMICAS Board
believed was likely to result in a transaction that would be
superior to the Thoma Bravo Merger; however, following completion
of diligence, this party withdrew its proposal. The Company
received no other proposals during the go-shop period that the
AMICAS Board determined to be superior to the Thoma Bravo Merger.
AMICAS also noted that, including Merge's most recent proposal,
AMICAS has received six previous highly-conditional proposals from
Merge, none of which has been considered by the AMICAS Board to be
a Superior Proposal to the Thoma Bravo Merger. The Special Meeting
of AMICAS Stockholders will reconvene on Thursday, March 4, 2010 at
9:00 a.m., local time, and may be reconvened at a later date if
ordered by the Superior Court of Suffolk County, Massachusetts, at
the Company's offices at 20 Guest Street, Boston, MA 02135. The
record date for stockholders entitled to vote at the special
meeting remains January 15, 2010. AMICAS stockholders who have
previously voted may change their vote, but need not vote again.
Any AMICAS stockholders who have questions or require assistance
voting their shares should contact the Company's proxy solicitor,
Innisfree M&A Incorporated, toll-free at (888) 750-5834. About
AMICAS, Inc. AMICAS, Inc. (http://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.
Information regarding the solicitation of proxies In connection
with the proposed transaction, AMICAS has filed a proxy statement
and relevant documents concerning the proposed transaction with the
SEC. Stockholders of AMICAS are urged to read the proxy statement
and other relevant materials because they contain important
information about AMICAS and the proposed transaction. Stockholders
may obtain a free copy of the proxy statement and any other
relevant documents filed by AMICAS with the SEC at the SEC's Web
site at http://www.sec.gov/. In addition, stockholders may obtain
free copies of the documents filed with the SEC by AMICAS by
contacting AMICAS Investor Relations by e-mail at or by phone at
617-779-7892. AMICAS and its directors and certain executive
officers may be deemed to be participants in the solicitation of
proxies from AMICAS stockholders in respect of the proposed
transaction. Information about the directors and executive officers
of AMICAS and their respective interests in AMICAS by security
holdings or otherwise is set forth in its proxy statements and
Annual Reports on Form 10-K, previously filed with the SEC.
Investors may obtain additional information regarding the interest
of the participants by reading the proxy statement regarding the
acquisition. Each of these documents is available free-of-charge at
the SEC's Web site at http://www.sec.gov/ and at the AMICAS
Investor Relations Web site at
http://www.amicas.com/investorrelations. Cautionary statement
regarding forward-looking statements This press release contains
forward-looking statements within the meaning of that term in
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. 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 Merger Agreement;
the outcome of any legal proceedings that have been or may be
instituted against AMICAS and others relating to the transaction;
the inability to complete the transaction due to the failure to
obtain stockholder approval 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 SEC, including its most recent filings on Forms 10-Q and
10-K, which are available at http://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. CONTACTS: Media Investors Matthew
Sherman / Andrew Siegel Kevin Burns, CFO Joele Frank, Wilkinson
Brimmer Katcher AMICAS, Inc. 212-355-4449 617-779-7855 Scott Winter
Innisfree M&A Incorporated 212-750-5833 DATASOURCE: AMICAS,
Inc. CONTACT: Media, Matthew Sherman or Andrew Siegel, both of
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449; or
Investors, Kevin Burns, CFO of AMICAS, Inc., +1-617-779-7855; or
Scott Winter of Innisfree M&A Incorporated, +1-212-750-5833 Web
Site: http://www.amicas.com/
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