Feb 18 2010
AMICAS, Inc. (Nasdaq: AMCS), a leader in image and information management solutions, today announced that it will convene and adjourn its Special Meeting of Stockholders to consider and vote on the pending merger agreement with an affiliate of Thoma Bravo, LLC. The Company will adjourn the meeting pursuant to an order issued today by the Superior Court of Suffolk County, Massachusetts in connection with the litigation described in the Company's definitive proxy statement mailed to its stockholders on or about January 19, 2010.
The Special Meeting will reconvene on Thursday, March 4, 2010 at 9:00 a.m., local time, and at a later date if ordered by the Court, at the Company's offices at 20 Guest Street, Suite 400, Boston, MA 02135. The record date for shareholders entitled to vote at the meeting remains January 15, 2010.
As previously announced, on December 24, 2009 AMICAS entered into a definitive merger agreement to be acquired by an affiliate of Thoma Bravo, LLC, for $5.35 per share in cash in a transaction valued at approximately $217 million, representing a 38% premium over AMICAS' average closing share price during the 90 trading days ending December 24, 2009. The transaction purchase price is guaranteed by Thoma Bravo and is not dependent on any third-party financing.
The AMICAS Board of Directors continues to unanimously recommend in favor of the Thoma Bravo transaction. AMICAS has been advised that Thoma Bravo continues to remain fully committed to the transaction. AMICAS expects to complete the transaction in a timely manner, immediately following the Special Meeting of Stockholders.
The Court ordered that the Special Meeting of Stockholders to be held tomorrow at 9:00 a.m. be adjourned pending a full hearing concerning the adequacy of the Company's disclosures in its proxy statement. The Company is evaluating what, if any, updates to its proxy statement are required, and the Company will provide a further update to shareholders as warranted. The Company's proxy statement is available on www.sec.gov, and the Company will mail copies of a supplement to the proxy statement to all AMICAS shareholders.
The Company noted that shareholders who have previously voted may change their vote, but need not vote again. Any AMICAS shareholders who have questions or require assistance voting their shares should contact the Company's proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-5834.