Amicas, a provider of radiology and medical image and information management solutions, has entered into a definitive merger agreement to acquire Emageon, a provider of technology solutions for hospitals and healthcare networks.
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Under the terms of the agreement, a subsidiary of Amicas will commence a tender offer to acquire all of the outstanding shares of Emageon common stock for $1.82 per share in cash, for a total of approximately $39 million.
Amicas said that its acquisition of Emageon will create a leading healthcare IT vendor, with more than 1,000 customers, that offers one of the most comprehensive image and information management solutions in the market. The combined solution suite will include radiology picture archiving and communication systems (PACS), cardiology PACS, radiology information systems, cardiology information systems, revenue cycle management systems, referring physician tools, business intelligence tools, and enterprise content management capabilities.
Under the terms of the agreement, Amicas will commence a tender offer by March 5, 2009. The minimum tender condition shall be fulfilled upon the valid tender of a majority of the total number of shares of common stock of Emageon outstanding on a fully diluted basis. The transaction, which is subject to customary conditions, is expected to close in the second quarter of 2009.
In connection with the transaction, certain shareholders representing approximately 18% of the Emageon shares outstanding have agreed, among other things, to tender their shares in the offer.
Stephen Kahane, president and CEO of Amicas, said: “We at Amicas are extremely excited about joining forces with Emageon, and we believe that our combined offerings are in line with the future of imaging and will result in great innovation for our combined customer base and the future of the market.”
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