AMICAS Board of Directors Determines Updated Proposal From Merge Healthcare Is a Superior Proposal

AMICAS Board Offers to Negotiate With Thoma Bravo

Mar 01, 2010, 07:50 ET from AMICAS, Inc.

BOSTON, March 1 /PRNewswire-FirstCall/ -- AMICAS, Inc. (Nasdaq: AMCS), a leader in image and information management solutions ("AMICAS"), today announced that its Board of Directors, in consultation with its independent financial and legal advisors, has concluded that the updated proposal submitted by Merge Healthcare Incorporated (Nasdaq: MRGE) ("Merge") to acquire all of the outstanding shares of AMICAS for $6.05 per share in cash (the "Merge Proposal") constitutes a Superior Proposal under the terms of the Company's Agreement and Plan of Merger with Thoma Bravo, LLC (the "Thoma Bravo Merger Agreement").  

As previously announced, on December 24, 2009, AMICAS entered into a definitive Agreement and Plan of Merger 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.  In accordance with the terms of the Thoma Bravo Merger Agreement, AMICAS will offer to negotiate in good faith with Thoma Bravo during the five business day period ending March 8, 2010, to make such adjustments in the terms and conditions of the Thoma Bravo Merger Agreement such that the Merge Proposal would cease to constitute a Superior Proposal.  The AMICAS Board of Directors has authorized the Company to terminate the Thoma Bravo Merger Agreement in order to enter into an agreement to effectuate the Merge Proposal if, following negotiations with Thoma Bravo, the Merge Proposal continues to be a Superior Proposal.    

There can be no assurance that a transaction with Merge will result, and the AMICAS Board is not withholding, withdrawing, amending, qualifying or modifying its recommendation with respect to the Thoma Bravo Merger, and is not making any recommendation at this time with respect to the Merge Proposal. The AMICAS Board is not adopting, approving or recommending the Merge Proposal, or proposing that the Merge Proposal be adopted, approved or recommended.  

In light of today's announcement, AMICAS Board of Directors has resolved that the Special Meeting of AMICAS Stockholders will be further adjourned.  This Special Meeting had been previously scheduled to reconvene on Thursday, March 4, 2010 at 9:00 a.m., local time. The Special Meeting will now be reconvened on March 4, 2010 and adjourned to Tuesday, March 16, 2010 at 9:00 a.m., local time, 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.  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.

Raymond James & Associates, Inc. is serving as financial advisor to AMICAS and Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. is serving as legal counsel.

About AMICAS, Inc.

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.

Information regarding the solicitation of proxies

In connection with the proposed transaction, AMICAS has filed a proxy statement and proxy supplement and relevant documents concerning the proposed transaction with the SEC. Stockholders of AMICAS are urged to read the proxy statement and proxy supplement 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 proxy supplement and any other relevant documents filed by AMICAS with the SEC at the SEC's Web site at 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 colleen.mccormick@amicas.com 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 and proxy supplement regarding the acquisition. Each of these documents is available free-of-charge at the SEC's Web site at www.sec.gov and at the AMICAS Investor Relations Web site at 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 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

Matthew Sherman / Andrew Siegel

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Investors

Kevin Burns, CFO

AMICAS, Inc.

617-779-7855

Scott Winter

Innisfree M&A Incorporated

212-750-5833

SOURCE AMICAS, Inc.



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