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withdrawn.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.
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