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Amicas, Inc. Investor Alert: Board under Investigation

If you are currently an investor in shares of Amicas, Inc. (Public, NASDAQ:AMCS), and purchased the shares before December 28, 2009, you have certain options and you should contact the Shareholders Foundation.

You may contact us by using this form, or by sending an email to mail@shareholdersfoundation.com, or calling us at (858) 779-1554.

Company Name(s): 
Amicas
Affected Securities: 
NASDAQ: AMCS

An investigation on behalf of current investors Amicas, Inc. (Public, NASDAQ:AMCS), who purchased AMCS shares before December 28, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Amicas, Inc. arising out of their attempt to sell Amicas, Inc. (Public, NASDAQ:AMCS) to an affiliate of Thoma Bravo, LLC. On December 28, 2009 AMICAS, Inc. (NASDAQ: AMCS), announced that it entered into a definitive merger agreement to be acquired by an affiliate of Thoma Bravo, LLC, in a transaction valued at approximately $217 million. Under the terms of the agreement, AMICAS shareholders will receive $5.35 in cash for each share of AMICAS common stock they hold.
According to AMICAS, Inc its board of directors unanimously approved the agreement and the offer represents a premium of approximately 24 percent over AMICAS' average closing share price during the 30 trading days ending December 24, 2009, and a 38 percent premium over AMICAS' average closing share price during the 90 trading days ending December 24, 2009

But according to one investigation by a law firm “the transaction appears to be unfair” to current investors of Amicas, Inc. (Public, NASDAQ:AMCS) because the “offer to purchase Amicas, Inc. (AMCS) appears opportunistically timed to take advantage of the current economic downturn” and is “grossly unfair, inadequate, and substantially below the fair or inherent value of AMCS”.

Shares of Amicas, Inc. (AMCS) traded after the announcement at $5.46 per share and at $4.45 days before the news, and Amicas, Inc. reported in 2007 Total Revenue of $49.89million and in 2008 Total Revenue of $50.35million. The offer price is only a small premium over the $4.84 price the Company's shares traded at as recently as December 8, 2009 and below a $6.00 per share price target set by at least one analyst.

The investigation “ concerns whether the Amicas Board of Directors breached their fiduciary duties to Amicas stockholders by failing to adequately shop the Company before entering into this transaction and whether affiliate of Thoma Bravo, LLC is underpaying for Amicas shares, thus unlawfully harming AMCS stockholders.”

AMICAS, Inc. , Boston, MA, provides a range of radiology and medical image and information management solutions. The AMICAS One Suite solutions provide an end-to-end information technology solution for imaging centers, ambulatory care facilities, radiology practices and billing services. Hospital customers are provided picture archiving and communication system, featuring enterprise workflow support and a scalable design that can integrate with any hospital information system, radiology information system, or electronic medical record.

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