- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 01 2010 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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AMICAS, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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FOR IMMEDIATE RELEASE
AMICAS BOARD OF DIRECTORS DETERMINES UPDATED PROPOSAL FROM
MERGE HEALTHCARE IS A SUPERIOR PROPOSAL
AMICAS Board Offers to Negotiate With Thoma Bravo
BOSTON March 1, 2010 AMICAS, Inc. (NASDAQ: AMCS), a leader in image and information
management solutions (AMICAS), today announced that its Board of Directors, in consultation with
its independent financial and legal advisors, has concluded that the updated proposal submitted by
Merge Healthcare Incorporated (NASDAQ: MRGE) (Merge) to acquire all of the outstanding shares of
AMICAS for $6.05 per share in cash (the Merge Proposal) constitutes a Superior Proposal under the
terms of the Companys Agreement and Plan of Merger with Thoma Bravo, LLC (the Thoma Bravo Merger
Agreement).
As previously announced, on December 24, 2009, AMICAS entered into a definitive Agreement and Plan
of Merger with Thoma Bravo, LLC, under which an affiliate of Thoma Bravo would acquire all of the
outstanding shares of AMICAS for $5.35 per share in cash. In accordance with the terms of the
Thoma Bravo Merger Agreement, AMICAS will offer to negotiate in good faith with Thoma Bravo during
the five business day period ending March 8, 2010, to make such adjustments in the terms and
conditions of the Thoma Bravo Merger Agreement such that the Merge Proposal would cease to
constitute a Superior Proposal. The AMICAS Board of Directors has authorized the Company to
terminate the Thoma Bravo Merger Agreement in order to enter into an agreement to effectuate the
Merge Proposal if, following negotiations with Thoma Bravo, the Merge Proposal continues to be a
Superior Proposal.
There can be no assurance that a transaction with Merge will result, and the AMICAS Board is not
withholding, withdrawing, amending, qualifying or modifying its recommendation with respect to the
Thoma Bravo Merger, and is not making any recommendation at this time with respect to the Merge
Proposal. The AMICAS Board is not adopting, approving or recommending the Merge Proposal, or
proposing that the Merge Proposal be adopted, approved or recommended.
In light of todays announcement, AMICAS Board of Directors has resolved that the Special Meeting
of AMICAS Stockholders will be further adjourned. This Special Meeting had been previously
scheduled to reconvene on Thursday, March 4, 2010 at 9:00 a.m., local time. The Special Meeting
will now be reconvened on March 4, 2010 and adjourned to Tuesday, March 16, 2010 at 9:00 a.m.,
local time, at the Companys offices at 20 Guest Street, Boston, MA 02135. The record date for
stockholders entitled to vote at the Special Meeting remains January 15, 2010. Any AMICAS
stockholders who have questions or require assistance voting their shares should contact the
Companys proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-5834.
Raymond James & Associates, Inc. is serving as financial advisor to AMICAS and Mintz, Levin, Cohn,
Ferris, Glovsky, and Popeo, P.C. is serving as legal counsel.
About AMICAS, Inc.
AMICAS, Inc. (www.amicas.com) is a leading independent provider of imaging IT solutions. AMICAS
offers the industrys 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). AMICAS provides a complete,
end-to-end solution for radiology practices, imaging centers, and ambulatory care facilities.
Hospitals and integrated delivery networks are provided with a comprehensive image management
solution for cardiology and radiology that supports EMR strategies to enhance clinical,
operational, and administrative functions.
Information regarding the solicitation of proxies
In connection with the proposed transaction, AMICAS has filed a proxy statement and proxy
supplement
and relevant documents concerning the proposed transaction with the SEC. Stockholders of AMICAS are
urged to read the proxy statement and proxy supplement and other relevant materials because they
contain important information about AMICAS and the proposed transaction. Stockholders may obtain a
free copy of the proxy statement and proxy supplement and any other relevant documents filed by
AMICAS with the SEC at the SECs Web site at
www.sec.gov
. In addition, stockholders may
obtain free copies of the documents filed with the SEC by AMICAS by contacting AMICAS Investor
Relations by e-mail at
colleen.mccormick@amicas.com
or by phone at 617-779-7892.
AMICAS and its directors and certain executive officers may be deemed to be participants in the
solicitation of proxies from AMICAS stockholders in respect of the proposed transaction.
Information about the directors and executive officers of AMICAS and their respective interests in
AMICAS by security holdings or otherwise is set forth in its proxy statements and Annual Reports on
Form 10-K, previously filed with the SEC. Investors may obtain additional information regarding the
interest of the participants by reading the proxy statement and proxy supplement regarding the
acquisition. Each of these documents is available free-of-charge at the SECs Web site at
www.sec.gov
and at the AMICAS Investor Relations Web site at
www.amicas.com/investorrelations
.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the meaning of that term in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements include, without limitation, statements
regarding the expected benefits of the proposed transaction, future performance, and the completion
of the transaction. These statements are based on the current expectations of management of AMICAS,
involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based
upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and
results may differ materially from what is expressed herein. There are a number of risks and
uncertainties that could cause actual results to differ materially from the forward-looking
statements included in this press release, many of which are beyond AMICAS ability to control or
predict. For example, among other things, the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement; the outcome of any
legal proceedings that have been or may be instituted against AMICAS and others relating to the
transaction; the inability to complete the transaction due to the failure to obtain stockholder
approval or the failure to satisfy other conditions to consummation of the transaction; the failure
of the transaction to close for any other reason; the amount of the costs, fees, expenses and
charges related to the transaction and the actual terms of certain financings that will be obtained
for the transaction; and other risks detailed in AMICAS current filings with the SEC, including
its most recent filings on Forms 10-Q and 10-K, which are available at
www.sec.gov
. All
forward-looking statements in this press release are qualified by these cautionary statements and
are made only as of the date of this release. AMICAS is under no obligation (and expressly
disclaims any such obligation) to update or alter its forward-looking statements, whether as a
result of new information, future events, or otherwise.
# # #
CONTACTS:
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Media
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Investors
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Matthew Sherman / Andrew Siegel
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Kevin Burns, CFO
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Joele Frank, Wilkinson Brimmer Katcher
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AMICAS, Inc.
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212-355-4449
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617-779-7855
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Scott Winter
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Innisfree M&A Incorporated
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212-750-5833
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