NEWS RELEASEFor Immediate Release |
Investor Contact:
Julie Pekarek
Chief Marketing Officer
414.977.4254
ir@merge.com
MERGE HEALTHCARE SIGNS FINANCING COMMITMENT FOR $200 MILLION FOR AMICAS ACQUISITION
Offer of $6.05 cash per share represents a premium of 13% to current offer for AMICAS
Milwaukee, WI, February 24, 2010 – Merge Healthcare Incorporated (NASDAQ: MRGE) today announced that it and Morgan Stanley 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 AMICAS.
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 AMICAS acquisition.
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 Securities and Exchange Commission. 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 jpekarek@merge.com, or by calling 414.977.4254.
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 consolidated financial statements 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, 2009 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.