AMICAS Enters Into Agreement to Acquire Emageon for $39 Million

 

February 23, 2009

February 23, 2009 - AMICAS Inc. said today that they have entered into a definitive merger agreement to acquire Emageon Inc.

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. The board of directors of Emageon has unanimously recommended that shareholders tender their shares in the offer. AMICAS ended 2008 with a cash, cash equivalents and marketable securities balance of approximately $55 million and no long term debt.

"AMICAS and Emageon have a shared vision that is focused on providing outstanding image and information management solutions in healthcare," said Stephen Kahane M.D., president, chief executive officer, and chairman of AMICAS. "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."

AMICAS' acquisition of Emageon aims to create a leading healthcare IT vendor, with more than 1,000 customers, that offers one of the most comprehensive image and information management solutions on the market. The combined solution suite will include radiology 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 percent of the Emageon shares outstanding have agreed, among other things, to tender their shares in the offer.

For more information: www.amicas.com

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