Emageon acquired by Amicas, settles shareholder suit
In February, Amicas reported that one of its subsidiaries had commenced a tender offer to acquire all the outstanding shares of Emageon's common stock for approximately $39 million.
As a result of the statutory merger completed Wednesday, Amicas now owns 100 percent of Birmingham, Ala.-based Emageon. Amicas had previously purchased 88 percent of Emageon common stock pursuant to the tender offer, which expired on April 1. Pursuant to the merger, Emageon shareholders who did not tender their shares (other than those shareholders who properly exercise their dissenters' rights), will receive the same $1.82 per share in cash, without interest and less any required withholding taxes, that was paid to shareholders in the tender offer.
On March 27, Emageon said that it and the other named defendants in a putative class action lawsuit filed by its shareholders on March 13, in connection with the proposed acquisition of Emageon by Amicas, have entered into a memorandum of understanding with counsel for the plaintiff.
Under the terms of the memorandum, the parties have agreed to settle the lawsuit, subject to court approval, at which time the lawsuit will be dismissed with prejudice. Emageon and the other defendants maintain that the lawsuit is "completely without merit." Nevertheless, to avoid costly litigation and eliminate the risk of any delay to the closing of the tender offer and subsequent merger, the defendants have agreed to the settlement contemplated in the memorandum, according to Emageon.
The Boston-based Amicas said that the combined solution suite will include radiology PACS, cardiology PACS, RIS, cardiology information systems, revenue cycle management systems, referring physician tools, business intelligence tools and EMR-enabling enterprise content management capabilities.
With the completion of the merger, Emageon has become a wholly owned subsidiary of Amicas, and Emageon shares will cease to be traded on the Nasdaq Global Market.