Healthcare IT and advanced visualization developer Merge Healthcare's aggressive pursuit of Amicas culminated today in an agreement to purchase the Boston-based PACS vendor for $248 million in cash.
The $6.05 per share offer represents a 13% increase over the $5.35 per-share price of Amicas' prior merger agreement with an affiliate of investment firm Thoma Bravo; Amicas' board of directors has now unanimously voted to terminate that deal.
For Merge, the deal comes after months of wooing Amicas, both behind the scenes and publicly in a courting that was initially rejected. After previous overtures were not accepted, Merge later intervened in Massachusetts litigation in February that challenged the adequacy of Amicas' disclosures related to the Thoma Bravo transaction, as well as the process by which its proposals have been considered by its board.
Amicas' board at first rejected Merge's latest offer on February 22, describing it as "illusory" and "risky" for Amicas shareholders. But after consulting with independent financial and legal advisors, the board had a change of heart, concluding earlier this week that Merge's offer was superior to the Thoma Bravo deal.
The companies say they expect to execute the acquisition in a two-step transaction. In the first phase -- expected to begin in about two weeks -- a cash tender offer will be made for all of Amicas' outstanding common stock. The second step will be a merger in which any untendered shares will be converted into the right to receive the $6.05 per-share cash price.
The offer and merger is subject to certain closing conditions, including the successful tender of a minimum number of shares of common stock, antitrust clearance, and other regulatory approvals. Closing is expected in the second quarter of 2010, and there is no financing condition on the transaction, according to the companies.
Merge had previously announced $240 million of debt and equity commitments to finance the deal, including a definitive commitment letter for $200 million of debt financing from Morgan Stanley Senior Funding. Amicas will also pay a termination fee of $8.6 million to Thoma Bravo, half of which will be reimbursed by Merge.
By Erik L. Ridley
AuntMinnie.com staff writer
March 5, 2010
Related Reading
Amicas reconsiders Merge bid, March 2, 2010
Merge updates Amicas offer, February 25, 2010
Merge makes play for Amicas, February 22, 2010
Amicas delays merger vote, February 19, 2010
Amicas inks Financials deals, February 19, 2010
Copyright © 2010 AuntMinnie.com
