By Lisa Kerner
Charlotte, N.C., Feb. 23 - Amicas, Inc. announced it entered into an agreement to acquire Emageon Inc. in a $1.82-per-share cash tender offer valued at approximately $39 million.
On Feb. 13, Emageon said it terminated its amended merger agreement with Health Systems Solutions, Inc., a New York health-care technologies company, after Health Systems failed to receive necessary financing to close the merger by the closing date.
Health Systems offered to acquire Emageon in October for $2.85 per share in an all-cash transaction valued at about $62 million.
Emageon's board of directors unanimously recommended that shareholders tender their shares in Amicas' offer.
Some shareholders with a collective 18% stake in Emageon agreed to tender their shares in the offer, which is expected to begin by March 5, according to Amicas.
The transaction is slated to close in the second quarter of 2009.
"Emageon and Amicas are two of the largest independent image and information management companies in the market. We believe that the combined companies will be able to capitalize more fully on the opportunities in the industry by combining our resources, scale, and knowledge," Emageon chief executive officer and president Chuck Jett said in a news release.
Amicas and Emageon's combined solution suite will include radiology picture archiving and communication systems, cardiology PACS, radiology information systems, cardiology information systems, revenue cycle management systems, referring physician tools, business intelligence tools and enterprise content management capabilities, the release said.
Based in Boston, Amicas provides radiology services and medical image and information management solutions in the United States. The company said it ended 2008 with a cash, cash equivalents and marketable securities balance of approximately $55 million and no long-term debt.
Emageon, based in Birmingham, Ala., provides information technology systems for hospitals, health-care networks and imaging facilities.
| Acquirer: | Amicas, Inc.
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| Target: | Emageon Inc.
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| Announcement date: | Feb. 23
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| Price per share: | $1.82
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| Expected closing: | Second quarter of 2009
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| Stock price of target: Nasdaq: EMAG: $0.75 on Feb. 20
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