AMICAS has suddenly become very popular.
The Boston-based provider of radiology and image and information management solutions, which announced last December that it would be acquired by Chicago-based private equity firm Thoma Bravo, LLC, for roughly $217 million, is now being wooed by Merge Healthcare, Inc., which is offering approximately $248 million for the company.
Merge, based in Milwaukee, announced Wednesday that it had secured $200 million in bridge financing from Morgan Stanley Senior Financing, Inc., to finance part of the deal. The rest of the money would come from roughly $40 million in pre-funded equity investments.
AMICAS officials, who saw the Thoma Bravo deal as a chance to take the company private, have so far rejected Merge’s offer and are asking the company’s shareholders to approve the Thoma Bravo bid.
"Merge has failed to provide sufficient financial guarantees and reasonable protections for AMICAS stockholders," company officials said Monday in a press release.
“This purchase price is fully financed and guaranteed by Thoma Bravo and other first tier private equity funds and is not dependent on unguaranteed, third-party financing,” the release continued. “AMICAS believes the Thoma Bravo Merger provides AMICAS stockholders with immediate and certain cash value.”
“Despite Merge's misleading statements and misrepresentations, nothing has changed regarding Merge's highly-conditional, illusory and risky proposal, which the AMICAS Board has previously considered and rejected. Merge has still failed to provide financial guarantees and reasonable protections for AMICAS or its stockholders,” the press release concluded.
Thoma Bravo’s Christmas Eve offer called for $5.35 cash per share. Merge is offering $6.05 cash per share, a 13 percent premium over the Thoma Bravo offer. AMICAS stock, which has ranged from $1.57 to $5.92 per share over the past 52 weeks, was trading this morning at $5.81.
Merge officials said the Morgan Stanley financing agreement – which cost the company several million dollars in non-refundable fees – and the $40 million placed in an escrow account demonstrate the company’s commitment to AMICAS.
Merge officials rejected assertions by AMICAS that this was a last-minute bid.
“Although characterized by AMICAS as an ‘eleventh hour attempt,’ as noted in AMICAS' proxy statement supplement, Merge approached AMICAS almost 18 months ago to strike such a deal and has continued that effort ever since,” company officials said in a statement. “Merge remains ready to finalize a definitive merger agreement with AMICAS that would provide for the commencement of a negotiated tender offer promptly after Thoma Bravo has waived its match rights and various other conditions are met.”
AMICAS stockholders were to have met on Feb. 19 to vote on the Thoma Bravo offer, but the meeting was postponed by the Massachusetts Superior Court in order to answer questions filed by stockholders over the company’s Jan. 19 proxy statement. A special meeting of stockholders is now scheduled for March 4.
AMICAS specializes in picture archiving and communications systems (PACS), offering imaging IT solutions for a wide range of healthcare settings, from radiology to cardiology. More recently, the company has expanded its platform to include revenue cycle management and enterprise content management tools, with the goal of providing a complete solution to power the imaging component of the electronic medical record.
This past year has been busy for AMICAS. In April, the company completed its $39 million purchase of Emageon, a Birmingham, Ala.-based technology provider to hospitals, healthcare facilities and imaging networks, then announced a deal with Sydney, Australia-based Healthinc to distribute its PACS, Reach and RadStream products Down Under.
Merge, which itself had been up for bid a few years ago, last year switched to an open-source strategy for its imaging and information management suite of services. The company then purchased Confirma, a Seattle-based developer of computer-aided detection applications, and signed an agreement with Orion Health, a Santa Monica, Calif.-based provider of clinical workflow and integration technology, to help push Merge’s medical imaging and information technology to physician portals.