Emageon agreed to settle a shareholder lawsuit in order to clear the way for its previously announced acquisition by Amicas for $39 million.
In a memorandum of understanding subject to court approval, Emageon “has agreed to provide certain information to its stockholders regarding the pending tender offer by Amicas,” the Birmingham, Ala.-based medical imaging manager said in a news release. The lawsuit, filed March 13 in Jefferson County Circuit Court in Birmingham, alleges Emageon’s board breached its fiduciary duties by failing to maximize shareholder value in negotiating the deal with Amicas, according to Emageon’s annual report filed Thursday. The company lost $42.3 million in the year ended Dec. 31, 2008.
The Emageon news release says the company believes the lawsuit is “completely without merit” but agreed to settle it to eliminate any risk of a delay in closing the deal with Amicas, a Boston-based medical image and information management developer, expected in the second quarter of this year.
