BIRMINGHAM, Ala., March 27 /PRNewswire-FirstCall/ -- Emageon Inc. (Nasdaq: EMAG), a leading provider of technology solutions for hospitals and healthcare networks, today announced that it and the other named defendants in the putative class action lawsuit that was filed on March 13, 2009 in connection with the proposed acquisition of Emageon by AMICAS, Inc. (Nasdaq: AMCS) have entered into a memorandum of understanding with counsel for the plaintiff.
Pursuant to the terms of the memorandum, the parties have agreed to settle the lawsuit, subject to court approval, at which time the lawsuit will be dismissed with prejudice. Emageon and the other defendants maintain that the lawsuit is completely without merit. Nevertheless, in order to avoid costly litigation and eliminate the risk of any delay to the closing of the tender offer and subsequent merger, the defendants have agreed to the settlement contemplated in the memorandum.
Pursuant to the terms of the memorandum, Emageon has agreed to provide certain additional information to its stockholders regarding the pending tender offer by AMICAS and the merger contemplated thereby. The additional information, which will be provided through publicly available filings, will supplement the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 that was previously mailed by Emageon.
In return, the plaintiff agreed under the memorandum to the dismissal of the lawsuit. In addition, Emageon agreed not to object to a request by plaintiff's counsel for an award of fees and expenses up to a specified amount. An award of fees and expenses to the plaintiff's counsel will not affect the amount of merger consideration to be paid in the tender offer or subsequent merger. The details of the settlement will be set forth in a notice to be sent to Emageon's stockholders prior to a hearing before the court to consider both the settlement and any fee application filed by the plaintiff's counsel.
The additional information to supplement Emageon's Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 will also be set forth in a Current Report on Form 8-K that Emageon will file with the Securities and Exchange Commission. The additional information should be read in conjunction with the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9, as supplemented to date.
About Emageon
Emageon provides information technology systems for hospitals, healthcare networks and imaging facilities. Its enterprise family of solutions includes RadSuite(TM), HeartSuite(TM) and other specialty suites.
