A Diagnostics & Imaging Week

Amicas (Boston), a radiology and medical image and information management solutions company, has agreed to acquire Emageon (Birmingham, Alabama), a provider of technology solutions for hospitals and healthcare networks.

The agreement calls for a subsidiary of Amicas to commence a tender offer to acquire all of the outstanding shares of Emageon common stock for $1.82 a share in cash, for a total of about $39 million. The board of directors of Emageon has unanimously recommended that shareholders tender their shares in the offer. Amicas said it ended 2008 with a cash, cash equivalents, and marketable securities balance of nearly $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, MD, president/CEO 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."

According to the company, Amicas' acquisition of Emageon will create a 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.

"Emageon and Amicas are two of the largest independent image and information management companies in the market," said Chuck Jett, president/CEO of Emageon. "We believe that the combined companies will be able to capitalize more fully on the opportunities in the industry by combining our resources, scale, and knowledge."

Amicas agreed to commence a tender offer by March 5. 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. In connection with the deal, certain shareholders representing roughly 18% of the Emageon shares outstanding have agreed, among other things, to tender their shares in the offer.

"Emageon's significant market presence in providing radiology and cardiology IT solutions to large IDNs complements Amicas' comprehensive solutions for radiology practices, imaging centers, and hospitals," Kahane said. "Together, we have a presence in virtually every location where imaging services are provided to patients. We will be able to offer a comprehensive set of solutions to meet virtually every image and information management need healthcare providers have when they are delivering the best quality of healthcare possible to their patients - while managing their business in an optimal manner."

In other dealmaking activity, Solis Women's Health (Austin, Texas) reported that it has acquired the Women's Imaging Center of Southeastern Radiology (SERA; Greensboro, North Carolina), a full-service diagnostic radiology center.

Solis said SERA becomes its second comprehensive breast center in the Greensboro market following the acquisition last year of the Bertrand Breast Center.

Solis will implement full-field digital mammography and continue to offer breast ultrasound, bone densitometry, and general ultrasound at SERA. In addition, Solis and SERA plan to provide breast MRI services.

Solis is a specialized healthcare provider focused exclusively on the screening and diagnosis of breast cancer.

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