Radiology and medical imaging company AMICAS, Inc., has entered into a merger agreement with rival Emageon Inc. The two companies announced Monday AMICAS plans to acquire Emageon in a $39 million deal. The news follows an announcement Feb. 12 that Health Systems Solutions' plans to acquire Emageon had been abandoned for lack of funding.
Under the terms of the agreement between AMICAS and Emageon, a subsidiary of AMICAS will begin a tender offer to acquire all of the outstanding shares of Emageon common stock for $1.82 per share in cash, for a total of approximately $39 million.
The board of directors of Emageon has unanimously recommended that shareholders tender their shares in the offer. AMICAS ended 2008 with cash, cash equivalents, and marketable securities of approximately $55 million and no long-term debt.
"AMICAS and Emageon have a shared vision that is focused on providing outstanding image and information management solutions in healthcare," said Stephen Kahane MD, president, CEO, and chairman of AMICAS. "We at AMICAS are extremely excited about joining forces with Emageon, and we believe that our combined offerings are in line with the future of imaging and will result in great innovation for our combined customer base and the future of the market."
AMICAS' acquisition of Emageon will create a company with more than 1,000 customers. The combined solution suite will include radiology PACS, cardiology PACS, radiology information systems, cardiology information systems, revenue cycle management systems, referring physician tools, business intelligence tools, and enterprise content management capabilities.
"Emageon and AMICAS are two of the largest independent image and information management companies in the market," said Chuck Jett, chief executive officer and president of Emageon. He said both companies would benefit from combining resources
"Emageon's significant market presence in providing radiology and cardiology IT solutions to large IDNs complements AMICAS' comprehensive solutions for radiology practices, imaging centers, and hospitals," said Kahane. "Together, we have a presence in virtually every location where imaging services are provided to patients."
Under the terms of the agreement, AMICAS will begin a tender offer by March 5. The minimum tender condition shall be fulfilled upon the valid tender of a majority of the total number of shares of common stock of Emageon outstanding on a fully diluted basis.
The transaction, which is subject to customary conditions, is expected to close in the second quarter of 2009.