MILWAUKEE--(BUSINESS WIRE)-- Merge
Healthcare Incorporated ( : MRGE) today announced that it and
Senior Funding, Inc. have executed a definitive
commitment letter for $200 million of bridge financing to finance, in
part, Merge’s proposed acquisition of AMICAS, Inc. (NASDAQ: AMCS).
Merge’s proposal to acquire AMICAS for $6.05 cash per share, or an
aggregate of $248 million, represents a 13% premium to the
previously-announced offer from a newly-formed affiliate of Thoma Bravo,
LLC for $5.35 cash per share.
In addition to the proceeds of the Morgan Stanley financing commitment
and cash already available at the two companies, Merge has also
established an account with $40 million of pre-funded proceeds from its
mezzanine investors. A portion of such pre-funded proceeds will be
placed in escrow pursuant to Merge’s proposed Merger Agreement with
Today, Merge paid a non-refundable commitment fee to Morgan Stanley for
its financing commitment. Merge has incurred several million dollars of
non-refundable fees and expenses related to its proposed acquisition of
AMICAS. Merge’s Board of Directors believes that these expenditures and
the cash breakup fee, which would become payable if Merge were to breach
its obligations under the Merger Agreement, amply demonstrate Merge’s
enthusiasm and dedication to the successful consummation of its proposed
Merge looks forward to working with the AMICAS Board, subject to the
provisions in the Thoma Bravo agreement, to enter into a merger
agreement with AMICAS providing for a $6.05 cash per share negotiated
tender offer for all AMICAS shares and a subsequent back end merger,
which would close as quickly as possible thereafter.
A copy of the Morgan Stanley commitment letter is attached as Exhibit 1
and is incorporated by reference.
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.
Additional Information and Where to Find It
This press release does not constitute an offer to purchase or the
solicitation of an offer to buy common stock of AMICAS, Inc. (“Amicas”).
This press release relates to a possible negotiated business combination
transaction with Amicas proposed by Merge Healthcare, Inc. (“Merge”),
which may become the subject of a proxy statement and/or tender offer
statement on Schedule TO filed with the . This press release is not a substitute for the
proxy/statement that AMICAS might file or the tender offer statement on
Schedule TO that Merge might file with the SEC regarding the proposed
transaction if such a negotiated transaction between AMICAS and Merge is
reached or for any other document which Merge may file with the SEC.
INVESTORS AND SECURITY HOLDERS OF AMICAS ARE URGED TO READ ANY SUCH
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. All such documents, if filed, would be
available free of charge at the SEC’s website (www.sec.gov)
or by directing a request to Merge at 6737 West Washington, Suite 2250
Milwaukee, WI 53214, emailing a request to firstname.lastname@example.org,
or by calling .
This press release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act, and Section 21E of the Exchange Act. We
have used words such as “believes,” “intends,” “anticipates,” “expects”
and similar expressions to identify forward-looking statements. These
statements are based on information currently available to us and are
subject to a number of risks and uncertainties that may cause our actual
results of operations, financial condition, cash flows, performance,
business prospects and opportunities and the timing of certain events to
differ materially from those expressed in, or implied by, these
statements. These risks, uncertainties and other factors include,
without limitation, those matters discussed in Item 1A of Part I of our
Annual Report on Form 10-K for the year ended December 31, 2008. Except
as expressly required by the federal securities laws, we undertake no
obligation to update such factors or to publicly announce the results of
any of the forward-looking statements contained herein to reflect future
events, developments, or changed circumstances, or for any other reason.
The following discussion should be read in conjunction with our
and notes thereto appearing in our
Annual Report on Form 10-K, and Item 1A, “Risk Factors” in both our
Annual Report on Form 10-K for the year ended December 31, 2008 and our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
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