A Medical Device Daily

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:

• Ventas (Chicago), a healthcare real estate investment trust, said it closed on the sale of Samaritan acute-care hospital to affiliates of the University of Kentucky (UK; Lexington) for $35 million in an all-cash transaction. The property is in Lexington and is currently operated by UK.

According to the company, the purchase price represents a 6.8% capitalization rate on cash rent under a lease between UK and Ventas. The sale includes a 50,000 square foot medical office building that was also subject to the lease. The lease will terminate in connection with the sale. Ventas expects to record a gain of roughly $18 million on the sale.

Net cash proceeds to Ventas of $35 million will be used to pay down debt or for general corporate purposes, the company said.

• Zoll Medical (Chelmsford, Massachusetts) reported an agreement with Alsius (Irvine, California) to buy substantially all the assets constituting Alsius's intravascular temperature management device business for $12 million. The assets to be acquired include the intellectual property relating to the business, other intangibles, inventories and fixed assets. Zoll will, as part of this agreement, assume warranty obligations relating to Alsius's installed base of products.

Zoll said it plans to consolidate the operations of the acquired business at its facilities in Sunnyvale, California. The closing of the transaction is subject to the approval of Alsius shareholders and to other customary closing conditions.

Alsius said the deal has been approved by holders of a majority of its outstanding stock pursuant to a written consent in accordance with Section 228 of the Delaware General Corporation Law and Alsius' bylaws. Following the settlement of all liabilities, Alsius said it would distribute its remaining cash, if any, to its stockholders. Alsius' preliminary estimate is that there will be about $7.6 million, or $0.34 a share of common stock, available for distribution over time to its stockholders with the final distribution amount to be determined and the final distribution made after settlement and satisfaction of liabilities.

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