Yesterday AMICAS Inc. responded to Merge Healthcare’s rival bid to Thoma Bravo, recommending that shareholders vote for the company’s previously agreed-upon Thoma Bravo merger instead of Merge’s higher offer.
This is the second time in a year that Thoma Bravo has been outbid on an agreed-upon deal with a publicly traded tech company. Is it bad luck, or is the firm lowballing shareholders in cahoots with management? That’s what some shareholders accused the firm of with its buyout of Entrust last July. But guess who ultimately won the deal, despite the company receiving three higher offers? It was Thoma Bravo.
Really the goal of any buyout firm is to get a good company at a bargain, so LPs can’t complain. The target company’s public shareholders, on the other hand, can vote against the deal, but unless there truly is shady management dealing involved, they aren’t likely to get much momentum. In the case of AMICAS, the company stated it rejected Merge Healthcare’s rival bid for $247 million because the company’s offer, which includes a $200 million bridge loan from Morgan Stanley, “is “illusory and risky” for AMICAS shareholders. Thoma Bravo’s $217 million offer, meanwhile, provides financial guarantees and “reasonable protections” for the company’s stockholders, the company said.
Also interesting here is that, while AMICAS is a tech company, it’s also a medical tech company. AMICAS provides imaging IT solutions for radiology practices, imaging centers and ambulatory care facilities. I wonder if this is a deal that Thoma Bravo spinout firm Cressey & Co. would have been interested in. Formerly known as Thoma Cressey Bravo, partner Brian Cressey spun out from the firms’ healthcare practice in 2007.