Amicas Inc. (NSDQ:AMCS) jilted its erstwhile buyer, private equity firm Thoma Bravo LLC, in favor of a higher offer from Merge Healthcare Inc. (NSDQ:MRGE) that it initially met with disdain.
The deal will see Boston-based Amicas pay half of an $8.6 million breakup fee to Thoma Bravo for spiking the deal (Merge will pay the other half). Late last year Amicas agreed to be acquired by the PE player for $5.35 a share, or about $217 million. That offer was trumped in late February with a $6.05-a-share cash bid from Milwaukee-based Merge. Amicas executives initially cast doubt on Merge’s financial ability to pull off a deal and engaged in a war of words over the competing bid, but after reviewing an updated offer concluded “the Merge proposal constitutes a superior proposal" while still holding out a carrot to its erstwhile suitor.
Before announcing its acceptance of the Merge offer today, the Amicas board said it would spend the weekend in good-faith negotiations with Thoma in hopes of striking a better deal and postponed a March 4 shareholders meeting slated for a vote on whether to accept the Thoma Bravo offer.
Those negotiations evidently failed to bear sufficiently succulent fruit, meaning that the roughly $248 million bid from Merge is set to be consummated, according to a press release, representing a premium of roughly 39 percent over Amicas’ volume-weighted average share price during the 30 trading days ended Dec. 24, 2009 and a nearly 56 percent premium over the volume-weighted average share price during the 90 trading days preceding Christmas Eve.
Merge said it pinned down $240 million in debt and equity commitments to finance the deal, expected to close during the second quarter. Morgan Stanley Senior Funding Inc. will pony up $200 million of debt financing private investors agreed to buy $40 million worth of equity in the company.