Published: March 19, 2010
Merge Healthcare Commences Cash Tender Offer for All Outstanding Shares of AMICAS, Inc.
MILWAUKEE - (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share of AMICAS common stock tendered and not withdrawn.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outstanding shares of AMICAS common stock are tendered and not withdrawn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.

Merge Healthcare
Media Contact:
Julie Pekarek
Chief
Marketing Officer
414.977.4254
jpekarek@merge.com
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