Advanced visualization and healthcare IT developer Merge Healthcare is courting PACS vendor Amicas of Boston with an aggregate offer of $248 million in cash, but Amicas is advising shareholders to instead accept its current merger agreement with equity firm Thoma Bravo.
Merge said it's offering $6.05 per share for Amicas, a 13% premium to Thoma Bravo's current offer of $5.35 per share. The proposal follows up on a previous Merge offer of $6 per share in cash made during the "go-shop" period contemplated by Amicas' merger agreement with Thoma Bravo, according to the Milwaukee-based firm.
Merge said it has received a signed bridge financing commitment from Morgan Stanley for $200 million of debt financing. The company also said that it intervened in Massachusetts litigation that challenged the adequacy of Amicas' disclosures related to the transaction, as well as the process by which its proposals have been considered by its board of directors.
On Friday, Amicas postponed a shareholder meeting to vote on the Thoma Bravo offer following an order from the Suffolk County Superior Court in Boston.
Amicas has rejected the Merge offer, which it describes as "illusory" and "risky" for Amicas shareholders.
"Our independent board of directors has unanimously rejected the offer because it’s highly conditional and risky to Amicas shareholders," an Amicas spokesperson told AuntMinnie.com.
Amicas said the Merge offer was dependant on third-party financing and subject to a "reverse break" fee and other additional conditions, the satisfaction of which were within Merge's control, according to Reuters.
In addition, Amicas said that it tried to negotiate a transaction with Merge, but Merge failed to provide sufficient financial guarantees and reasonable protection for Amicas stockholders, according to Reuters.
By Erik L. Ridley
AuntMinnie.com staff writer
February 22, 2010
Related Reading
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Amicas inks Financials deals, February 19, 2010
Merge adds reseller, February 17, 2010
Merge posts Q4 loss despite higher sales, February 11, 2010
Merge awarded clinical trial for eDiary, January 28, 2010
Amicas inks NC contract, January 6, 2010
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