Medical imaging software vendor Merge Healthcare will acquire AMICAS Inc., a vendor of complementary technologies, for $248 million in cash or $6.05 per share.
The agreement between the companies to enter into a definitive agreement ends a 10-week tug-of-war over AMICAS. Investment firm Thoma Bravo LLC in late December agreed to pay $5.35 for Boston-based AMICAS. Milwaukee-based Merge in February countered with what AMICAS called a "highly-conditional proposal" that did not provide sufficient financial guarantees and reasonable protections for stockholders.
Merge later clarified provisions in its proposal and obtained financial guarantees to make the acquisition. AMICAS now has terminated its previous agreement with Thoma Bravo to accept Merge's proposal. AMICAS will pay a termination fee of $8.6 million and Merge will reimburse half of the fee. The companies expect the acquisition to close during the second quarter.
Merge's price is 13% higher than what Thoma Bravo offered and is a 39% premium over AMICAS' stock price on Dec. 24 when the agreement with Thoma Bravo was announced. AMICAS during the first nine months of 2009 lost $6.1 million on revenue of $62 million. Investment analysts expect full year revenue in 2009 of about $89.5 million, according to Thomson Financial Network.
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