Amicas Warms Up to Merge Healthcare’s Buyout Bid

Amicas has changed its tune about its competitor Merge Healthcare’s efforts to buy the Boston-based software firm. After criticizing those efforts last month, Amicas’s board says that Merge’s updated buyout offer is superior to the one it had agreed to accept from the private equity group Thoma Bravo in December.

Milwaukee-based Merge is offering to buy Amicas for $6.05 per share. Amicas, a medical imaging and radiology software outfit, now says that it thinks Merge’s offer is better than Thomas Bravo’s bid of $5.35 per share. Amicas said last month that Merge’s offer of $6.05 per share was “illusory and risky,” but Merge has since secured an agreement with Morgan Stanley to finance the bulk of its proposed acquisition. The board of Amicas decided yesterday that it would give Thoma Bravo a chance to top Merge’s new offer by March 8.

Talk about a last minute change. Amicas had been urging shareholders to approve the Thoma Bravo agreement during a meeting scheduled for Thursday. On February 22 Amicas called Merge’s buyout overtures that day “an eleventh-hour attempt by Merge to insert itself into a process that is well underway, and to disrupt Amicas’s definitive merger agreement with Thoma Bravo, damage Amicas’s operations, and mislead Amicas’s stockholders.” If that was an eleventh-hour move by Merge, then one might think Amicas is delivering their bidders at Thoma Bravo some bad news just several ticks from midnight.

Still, Amicas’s board says it isn’t yet advising shareholders to accept Merge’s proposal over the Thomas Bravo agreement. Effectively, the board is leaving the door open for Thoma Bravo to enrich its previous offer, and it has authorized the company to nix that agreement if the private equity group doesn’t best Merge’s proposal. Amicas has rescheduled the shareholder vote on the buyout proposals to a meeting on March 16.

Amicas’s stock traded up 2 cents at $6.01 per share for the day at 3:13 pm Eastern time.

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