Merge Healthcare, a health IT solutions provider, announced that it has commenced a tender offer for all of the outstanding shares of common stock in AMICAS, Inc., a leader in image and information management solutions.

The tender offer is being commenced as provided in the previously announced definitive merger agreement between Merge Healthcare and AMICAS dated as of February 28, 2010, under which a subsidiary of Merge (“Merger Sub”) will acquire all of the outstanding shares of AMICAS, Inc. Subject to the terms and conditions of the offer, AMICAS stockholders who validly tender their shares in the tender offer will receive $6.05 for each share of AMICAS common stock tendered and not withdrawn.

The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of Thursday, April 15, 2010, unless extended. Following the completion of the tender offer, Merge Healthcare expects to merge its subsidiary into AMICAS, resulting in any shares not purchased in the tender offer being converted into the right to receive the same cash price per share as paid in the tender offer. The tender offer is subject to customary closing conditions, including the specified number of shares of common stock that must be tendered and/or purchased to result in Merger Sub owning one share more than 90% of the Shares outstanding on a fully diluted basis. Merge Healthcare estimates that this minimum tender condition will be satisfied if at least 60% of the outstanding shares of AMICAS common stock are tendered and not withdrawn in the tender offer.

The terms and conditions of the offer are described in the tender offer documents, which are being mailed to AMICAS stockholders and filed with the Securities and Exchange Commission (“SEC”). In particular, Merge Healthcare  filed with the SEC a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer. Today AMICAS also filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the AMICAS board of directors that AMICAS stockholders tender their shares pursuant to the tender offer. These documents contain important information about the transaction, and investors and security holders are urged to read them carefully before making any decision with respect to the tender offer. Investors and security holders can obtain free copies of the Schedule TO, Schedule 14D-9 and other filings containing information about Merge Healthcare and AMICAS, without charge, at the SEC’s website.

Source: Merge Healthcare