Merge begins tender offer for outstanding shares of Amicas

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Merge Healthcare, a health IT provider, has commenced a tender offer for all of the outstanding shares of common stock in Amicas, a provider of image and information management systems.

Merge's tender offer is being commenced as provided in the previously announced definitive merger agreement between Merge and Amicas dated Feb. 28, under which a subsidiary of Merge will acquire all of the outstanding shares of Amicas. Subject to the terms and conditions of the offer, Amicas stockholders, who tender their shares in the offer, will receive $6.05 for each share of Amicas common stock tendered and not withdrawn, according to Milwaukee-based Merge.

The tender offer and withdrawal rights are scheduled to expire at midnight, Eastern time, on April 15, unless extended.

Following the completion of the tender offer, Merge said it expects to merge its subsidiary into Amicas, resulting in any shares not purchased in the tender offer being converted into the right to receive the same cash price per share as paid in the tender offer. The tender offer is subject to customary closing conditions, including the specified number of shares of common stock that must be tendered and/or purchased to result in the merger subsidiary owning one share more than 90 percent of the shares outstanding on a fully diluted basis.

Merge has estimated that this minimum tender condition will be satisfied if at least 60 percent of the outstanding shares of Amicas common stock are tendered and not withdrawn in the tender offer.