Amicas, Inc, a leader in image and information management solutions, has entered into a definitive merger agreement to be acquired by an affiliate of Thoma Bravo, LLC, in a transaction valued at approximately US$ 217 million. The Amicas Board of Directors unanimously approved the agreement and resolved to recommend that the shareholders of Amicas adopt the agreement.
Under the terms of the agreement, Amicas shareholders will receive US$ 5.35 in cash for each share of Amicas common stock they hold, representing a premium of approximately 24 per cent over Amicas' average closing share price during the 30 trading days ending December 24, 2009, and a 38 per cent premium over Amicas' average closing share price during the 90 trading days ending December 24, 2009.
"The agreement with Thoma Bravo provides an attractive all-cash valuation to our shareholders, and we look forward to completing the transaction under the terms of the agreement as expeditiously as possible," said Stephen Kahane, president, chief executive officer, and chairman of Amicas.
"We look forward to continuing our mission to provide the best solutions for image and information management in healthcare," said Dr Kahane. "We believe that working with Thoma Bravo will enable us to focus our resources on our business and our customers. With the additional capital and operational expertise available to Amicas through Thoma Bravo, we will be able to grow as the needs of our customers evolve and will be enabled to better serve our market."
"Thoma Bravo is excited to partner with the Amicas management team to continue growing the company into the leading provider of image IT solutions for the healthcare industry," said Orlando Bravo, a managing partner at Thoma Bravo.
"Thoma Bravo will further strengthen the industry leadership position of Amicas through organic growth initiatives, acquisitions, and implementation of operational best practices," added Seth Boro, a principal at Thoma Bravo. "We look forward to helping Amicas better serve the evolving needs of its healthcare industry customers."
The transaction is subject to customary closing conditions, including requisite regulatory approvals and approval of Amicas shareholders. The transaction is not subject to a financing condition. Amicas expects the transaction to close in the first quarter of 2010.
Under the merger agreement, there is a provision whereby Amicas may solicit alternative proposals from third parties during the 45 calendar days commencing December 24, 2009. There can be no assurance that an alternative transaction will emerge. For further information regarding all terms and conditions contained in the definitive merger agreement, please see our Current Report on Form 8-K, which will be filed in connection with this transaction.
Raymond James & Associates, Inc. is serving as financial advisor to Amicas Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, PC is serving as legal counsel to Amicas, and Thoma Bravo's legal counsel is Kirkland & Ellis, LLP.
Amicas, Inc is a leading independent provider of imaging IT solutions. Amicas offers the industry's most comprehensive suite of image and information management solutions - from radiology PACS to cardiology PACS, from radiology information systems to cardiovascular information systems, from revenue cycle management solutions to enterprise content management tools designed to power the imaging component of the electronic medical record (EMR).
Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams building growing companies for more than 28 years.