News | February 23, 2010

Merge Committed to AMICAS Acquisition

February 23, 2010 - After Merge Healthcare announced its proposal to acquire AMICAS, Inc. for $6.05 cash per share, AMICAS expressed its doubt about Merge’s commitment and ability to close its proposed acquisition of AMICAS.

To clarify any doubts, Merge today released an announcement that its proposal, for an aggregate of $248 million, represents a 13 percent premium to the previously-announced offer from a newly-formed affiliate of Thoma Bravo, LLC for $5.35 cash per share. The company stated that it "is fully committed and is prepared to complete the AMICAS transaction."

Merge has not requested a financing “out” in its proposed Merger Agreement, and under the terms of that agreement, Merge would be liable to AMICAS for almost $18.6 million in cash, not merely $10 million as suggested by the AMICAS announcements, if it breached its obligations due to its inability to fund the transaction.

Merge approached AMICAS almost 18 months ago to strike such a deal and has continued that effort ever since. Merge remains ready to finalize a definitive merger agreement with AMICAS that would provide for the commencement of a negotiated tender offer promptly after Thoma Bravo has waived its match rights and various other conditions are met.

Merge points out that the Massachusetts Superior Court enjoined AMICAS “from holding a shareholder meeting on February 19th that would require AMICAS shareholders to vote on whether to approve the [Thoma Bravo transaction].”

Merge said, “believes it is in the best interest of each company’s stockholders, customers and employees to bring Merge and AMICAS together and build a stronger future.”

For more information: www.merge.com

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