MILWAUKEE–(Business Wire)–
Merge Healthcare (NASDAQ: MRGE) (“Merge”), a health IT solutions provider,
announced today that it has completed a private placement of preferred and
common stock totaling $41.75 million, which is specified for use in funding a
portion of the proposed acquisition of AMICAS, Inc. (NASDAQ: AMCS) (“AMICAS”), a
provider of medical imaging software and services. Pursuant to the
previously-announced definitive merger agreement between Merge and AMICAS, a
subsidiary of Merge commenced a tender offer on March 19, 2010 to purchase all
of the outstanding shares of common stock of AMICAS for $6.05 per share of
common stock validly tendered in the tender offer and not withdrawn. The merger
agreement contains a commitment from Merge to provide $40 million in preferred
equity to the acquisition. This private placement will satisfy that commitment
and is scheduled to close prior to the close of the tender offer to AMICAS
shareholders.
Merge entered this securities purchase agreement with fourteen institutional and
other accredited investors, pursuant to which Merge will issue an aggregate of
41,750 shares of Series A Non-Voting Preferred Stock and 7,515,000 shares of
common stock for a total purchase price of $41.75 million, before fees and
expenses. The securities to be issued in the private placement have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”)
or any state securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission (“SEC”) or an
applicable exemption from the registration requirements of the Securities Act.
Merge has agreed to file a registration statement with the SEC covering the
resale of the common stock issued in the private placement, provided however,
that pursuant to the terms of the securities purchase agreement the investors
shall be restricted from transferring the shares acquired in the private
placement without the prior consent of Merge (other than to an affiliate) until
the earlier of the first anniversary of their issuance or the occurrence of a
“change of control” as defined in the securities purchase agreement.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security. The terms and conditions of the tender offer are
described in the tender offer documents, which have been mailed to AMICAS
stockholders and filed with the Securities and Exchange Commission (“SEC”). In
particular, Merge has filed with the SEC a tender offer statement on Schedule TO
setting forth in detail the terms of the tender offer and AMICAS has 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. In addition, investors and security holders
will be able to obtain free copies of these documents by contacting Laurel Hill
Advisory Group, the Information Agent for the tender offer, at 100 Wall Street,
22nd Floor, New York, New York 10005, Telephone: (888) 742-1305.
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 Incorporated – cautionary statement regarding forward-looking
statements
This press release contains “forward-looking statements,” including
forward-looking statements regarding Merge`s offer to acquire AMICAS. Merge has
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 Merge and are subject to a number of risks
and uncertainties that may cause Merge`s 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. Such statements may also include, but are not
limited to, statements about the benefits of the proposed transaction, expected
future earnings, revenues, cost savings, operations, business trends and other
such statements that are not historical facts, which are or may be based on
Merge`s plans, estimates and projections. Such forward-looking statements
involve risks and uncertainties, many of which are beyond the control of Merge,
that could cause Merge`s actual results to differ materially from those
indicated in any such forward-looking statements. Such factors include, but are
not limited to, integration activities, increased competition, Merge`s ability
to integrate its software products with those of AMICAS, unanticipated expenses
in connection with litigation, settlement of legal disputes, regulatory
investigations or enforcement actions, Merge`s indebtedness and ability to pay
its indebtedness, tax law changes, failure to obtain necessary regulatory
approvals or required financing or to satisfy any of the other conditions of the
transaction, adverse effects on the market price of Merge`s common stock and on
Merge`s operating results because of a failure to complete the proposed
acquisition, failure to realize the expected benefits of the proposed
acquisition, significant transaction costs and/or unknown liabilities and
general economic and business conditions that affect the combined company
following the completion of the proposed acquisition. These risks, uncertainties
and other factors include, without limitation, those matters discussed in Item
1A of Part I of Merge`s Annual Report on Form 10-K for the year ended December
31, 2008, and its Quarterly Report on Form 10-Q for the quarter ended September
30, 2009. Except as expressly required by the federal securities laws, Merge
undertakes 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 Merge`s consolidated
financial statements and notes thereto appearing in its Annual Report on Form
10-K, and Item 1A, “Risk Factors” in both its Annual Report on Form 10-K for the
year ended December 31, 2008 and its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2009.
AMICAS, Inc.- cautionary statement regarding forward-looking statements
This press release contains forward-looking statements. 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 Merge Acquisition Agreement; the outcome of any legal
proceedings that have been or may be instituted against AMICAS and others
relating to the transaction; 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
Securities and Exchange Commission (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.
Important additional information will be filed with the SEC.
Merge Healthcare
Media Contact:
Julie Pekarek
Chief Marketing Officer
414.977.4254
jpekarek@merge.com
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