CHICAGO, July 27 /PRNewswire-FirstCall/ -- Allscripts
(Nasdaq: MDRX), the leading provider of clinical software,
information and connectivity solutions for physicians, and Eclipsys
(Nasdaq: ECLP), a leading enterprise provider of solutions and
services for hospitals and clinicians, today announced that
Allscripts has amended its June 9,
2010 Framework Agreement with Misys plc (LSE: MSY) (Misys)
to reduce the minimum size of the secondary offering of Allscripts
shares from 36 million shares to 25 million shares.
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The reduction in the size of the secondary offering is
contingent on approval by Allscripts and Eclipsys stockholders of
the merger proposals being submitted to the shareholders of each
company at meetings scheduled for August 13,
2010. All other financial terms of the June 9, 2010 Framework Agreement remain
unchanged.
Glen Tullman, Chief Executive
Officer of Allscripts, said, "We believe the amendment provides
greater certainty in advance of closing the proposed merger with
Eclipsys. The combination of Allscripts and Eclipsys represents an
opportunity to deliver value to shareholders, and we continue to
believe that the combined company will be uniquely positioned in
the healthcare information technology space."
In a separate announcement, Misys today announced that it has
been informed by ValueAct Capital, its 25.7% shareholder, that
ValueAct intends to participate as a purchaser in the placing of
Allscripts shares. Specifically, ValueAct has informed Misys
in writing that it intends to submit an order to the book runners
for 5 million Allscripts shares at a price of $16.50. At prices above $16.50, ValueAct may adjust the number of shares
it purchases.
Tullman commented, "We are pleased that ValueAct Capital has
indicated its intention to participate in the secondary offering
and believe that this action underscores the strategic merit and
compelling value of the proposed combination for our
investors."
Allscripts and Eclipsys are also confirming that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 for the merger expired at 11:59 pm
Eastern time on July 26, 2010.
About Allscripts
Allscripts uses innovation technology to bring health to
healthcare. More than 160,000 physicians, 800 hospitals and nearly
10,000 post-acute and homecare organizations utilize Allscripts to
improve the health of their patients and their bottom line. The
company's award-winning solutions include electronic health
records, electronic prescribing, revenue cycle management, practice
management, document management, care management, emergency
department information systems and homecare automation. Allscripts
is the brand name of Allscripts-Misys Healthcare Solutions, Inc. To
learn more, visit www.allscripts.com.
About Eclipsys
Eclipsys is a leading provider of advanced integrated clinical,
revenue cycle and performance management software, clinical content
and professional services that help healthcare organizations
improve clinical, financial and operational outcomes. For more
information, see www.eclipsys.com.
Cautionary Statement
Allscripts has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission ("SEC") for
the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration
statement and other documents Allscripts has filed with the SEC for
more complete information about Allscripts and this offering. You
may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, Allscripts will arrange to
send you the prospectus if you request it by calling collect
312-506-1230.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication is being made in
respect of the proposed merger transaction involving
Allscripts-Misys Healthcare Solutions, Inc. ("Allscripts") and
Eclipsys Corporation ("Eclipsys"). In connection with the proposed
transaction, Allscripts and Eclipsys have each filed with the SEC a
definitive joint proxy statement, which also constitutes a
prospectus of Allscripts and an information statement for
Allscripts' stockholders. Allscripts and Eclipsys have each
mailed the definitive joint proxy statement/prospectus/information
statement to their respective stockholders on or about July 15, 2010. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ
CAREFULLY IN THEIR ENTIRETY THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS/ INFORMATION STATEMENT REGARDING THE PROPOSED
TRANSACTION, AND ANY OTHER RELEVANT DOCUMENTS FILED BY EITHER
ALLSCRIPTS OR ECLIPSYS WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and stockholders of Allscripts and
Eclipsys may obtain a free copy of the definitive joint proxy
statement/prospectus/information statement, as well as other
filings containing information about Allscripts and Eclipsys,
without charge, at the website maintained by the SEC
(http://www.sec.gov). Copies of the definitive joint proxy
statement/prospectus/information statement and the filings with the
SEC that are incorporated by reference in the definitive joint
proxy statement/prospectus/information statement can also be
obtained, without charge, on the investor relations portion of
Allscripts' website (www.allscripts.com) or the investor relations
portion of Eclipsys' website (www.eclipsys.com) or by directing a
request to Allscripts' Investor Relations Department at 222
Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, or to Eclipsys'
Investor Relations Department at Three Ravinia Drive, Atlanta, Georgia 30346.
Allscripts and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Allscripts' directors and executive officers is available
in Allscripts' proxy statement for its 2009 annual meeting of
stockholders and Allscripts' Annual Report on Form 10-K for the
year ended May 31, 2009, which were
filed with the SEC on August 27, 2009
and July 30, 2009, respectively.
Eclipsys and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Eclipsys' directors and executive officers is available
in Eclipsys' proxy statement for its 2010 annual meeting of
stockholders and Eclipsys' Annual Report on Form 10-K for the year
ended December 31, 2009, which were
filed with the SEC on March 26, 2010
and February 25, 2010, respectively.
Investors and stockholders can obtain free copies of these
documents from Allscripts and Eclipsys using the contact
information above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the definitive joint proxy
statement/prospectus/information statement and other relevant
materials that have been filed with the SEC.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws. Statements regarding
the proposed merger between Eclipsys and Allscripts, the respective
stockholder meetings of Eclipsys and Allscripts with respect to the
approval of the proposed merger, the proposed total number of
shares to be sold, the per share price of such shares, and
purchasers in, the secondary offering of Allscripts shares, the
anticipated benefits of the proposed transaction, including future
financial and operating results, the strategic opportunities
available to the combined company, the combined company's plans,
objectives, expectations and intentions, platform and product
integration, the connection and movement of data among hospitals,
physicians, patients and others, merger synergies and cost savings,
client attainment of "meaningful use" and accessibility of federal
stimulus payments, enhanced competitiveness and accessing new
client opportunities, market evolution, the benefits of the
combined companies' products and services, the availability of
financing, future events, developments, future performance, as well
as management's expectations, beliefs, intentions, plans, estimates
or projections relating to the future are forward-looking
statements within the meaning of these laws. These forward-looking
statements are subject to a number of risks and uncertainties, some
of which are outlined below. As a result, no assurances can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
condition of Allscripts, Eclipsys or the combined company or the
proposed transaction.
Such risks, uncertainties and other factors include, among other
things: any conditions or contingencies imposed in connection with
the proposed merger; the ability to obtain governmental approvals
of the merger on the proposed terms and schedule contemplated by
the parties; the failure of Eclipsys' stockholders to approve the
merger agreement; the failure of Allscripts' stockholders to
approve the issuance of shares in the merger; the possibility that
Eclipsys and/or the Allscripts stockholder meetings could be
delayed as a result of pending litigation; the possibility that the
proposed transaction does not close, including due to the failure
to satisfy the closing conditions; the market factors that could
affect the total number of shares and the per share
price of the shares sold in the secondary offering of Allscripts
shares; the failure of ValueAct Capital to purchase shares of
Allscripts in the secondary offering; the possibility that the
expected synergies, efficiencies and cost savings of the proposed
transaction will not be realized, or will not be realized within
the expected time period; potential difficulties or delays in
achieving platform and product integration and the connection and
movement of data among hospitals, physicians, patients and others;
the risk that the contemplated financing is unavailable; the risk
that the Allscripts and Eclipsys businesses will not be integrated
successfully; disruption from the proposed transaction making it
more difficult to maintain business and operational relationships;
competition within the industries in which Allscripts and Eclipsys
operate; failure to achieve certification under the Health
Information Technology for Economic and Clinical Health Act could
result in increased development costs, a breach of some customer
obligations and could put Allscripts and Eclipsys at a competitive
disadvantage in the marketplace; unexpected requirements to achieve
interoperability certification pursuant to the Certification
Commission for Healthcare Information Technology could result in
increased development and other costs for Allscripts and Eclipsys;
the volume and timing of systems sales and installations, the
length of sales cycles and the installation process and the
possibility that Allscripts' and Eclipsys' products will not
achieve or sustain market acceptance; the timing, cost and success
or failure of new product and service introductions, development
and product upgrade releases; competitive pressures including
product offerings, pricing and promotional activities; Allscripts'
and Eclipsys' ability to establish and maintain strategic
relationships; undetected errors or similar problems in Allscripts'
and Eclipsys' software products; the outcome of any legal
proceeding that has been or may be instituted against Allscripts,
Misys plc or Eclipsys and others; compliance with existing laws,
regulations and industry initiatives and future changes in laws or
regulations in the healthcare industry, including possible
regulation of Allscripts' and Eclipsys' software by the U.S. Food
and Drug Administration; the possibility of product-related
liabilities; Allscripts' and Eclipsys' ability to attract and
retain qualified personnel; the implementation and speed of
acceptance of the electronic record provisions of the American
Recovery and Reinvestment Act of 2009; maintaining Allscripts' and
Eclipsys' intellectual property rights and litigation involving
intellectual property rights; risks related to third-party
suppliers and Allscripts' and Eclipsys' ability to obtain, use or
successfully integrate third-party licensed technology; and breach
of Allscripts' or Eclipsys' security by third parties. See
Allscripts' and Eclipsys' Annual Reports on Form 10-K and Annual
Reports to Stockholders for the fiscal years ended May 31, 2009 and December
31, 2009, respectively, the definitive joint proxy
statement/prospectus/information statement mailed by Allscripts and
Eclipsys to their respective stockholders on or about July 15, 2010, and other public filings with the
SEC for a further discussion of these and other risks and
uncertainties applicable to Allscripts' and Eclipsys' respective
businesses. The statements herein speak only as of their date and
neither Allscripts nor Eclipsys undertakes any duty to update any
forward-looking statement whether as a result of new information,
future events or changes in their respective expectations.
SOURCE Allscripts-Misys Healthcare Solutions, Inc.
