Will Have Leadership Position Across All Segments of Growing
Electronic Health Record and Practice Management Markets and Client
Base of Approximately 150,000 U.S. Physicians
Misys Plc to Contribute Misys Healthcare, Plus $330 Million in
Cash, in Exchange for 54.5% Stake in Combined Company
LONDON & CHICAGO–(BUSINESS WIRE)–March 18, 2008–Allscripts
(Nasdaq: MDRX), the leading provider of clinical software,
connectivity and information solutions that physicians use to improve
healthcare, and Misys Healthcare LLC, a wholly-owned subsidiary of
Misys Plc (FTSE: MSY.L), the global applications software and services
company, today announced that they have signed a definitive merger
agreement. The transaction would significantly enhance Allscripts
position in the overall healthcare information technology sector and
create an industry leader in the growing electronic health records
(EHR) and practice management (PM) markets. The combined company will
have a client base of approximately 150,000 U.S. physicians and 700
hospitals and will be uniquely positioned to help physicians provide
better patient care, manage their business more effectively and
connect with their patients and other key healthcare stakeholders.
Under the terms of the agreement, which has been approved by the
board of directors of both companies, Misys Healthcare will be merged
with a wholly-owned subsidiary of Allscripts, and Misys Plc will
contribute $330 million in cash to Allscripts, for which it will
receive shares representing a 54.5% ownership position in the combined
company. Allscripts will pay a special cash dividend of $330 million,
or approximately $4.90 per share, to Allscripts stockholders of record
as of the last business day immediately prior to the closing of the
transaction. Allscripts stockholders would retain the shares they
currently own.
In its 2007 fiscal year, which encompasses the period from June 1,
2006 to May 31, 2007, Misys Healthcare had revenues of GBP 196, or
approximately $376 million, and profit before exceptional items of GBP
20.6, or approximately $39.5 million.(1)
The current Allscripts management team will continue in their
management roles at the combined company. Glen Tullman, Chief
Executive Officer of Allscripts, will serve as CEO, and Bill Davis,
Chief Financial Officer of Allscripts, will serve as CFO. Mike Lawrie,
Chief Executive of Misys, will serve as Executive Chairman of the
Board of Directors. The new board will have 10 members, including Mr.
Lawrie, Mr. Tullman, five directors nominated by Misys and three
directors nominated by Allscripts. The combined company, which would
have over 3,700 employees, will be headquartered in Chicago, Illinois.
Allscripts will continue to trade on the NASDAQ under the MDRX ticker.
“This agreement changes the landscape in healthcare information
technology by creating a single company that will serve roughly
150,000 physicians with our portfolio of electronic health record,
practice management and other software solutions,” stated Mr. Tullman.
“Improving U.S. healthcare requires the ability to connect all
stakeholders through the continuum of care, and today we have taken a
major step towards doing that, with nearly one out of three physicians
in America as customers of the combined company.”
Mr. Tullman continued, “Bringing Allscripts and Misys Healthcare
together represents a compelling opportunity for stockholders of both
companies to participate in a combined organization with significant
potential, including a major cross-selling opportunity that will drive
us forward in the years ahead.”
Mike Lawrie, Chief Executive Officer of Misys, said, “In
Allscripts, we have found the perfect partner to complement and drive
our business and position us to deliver superior value to our
shareholders, clients and employees over the long term. We have great
respect for the Allscripts team and share highly compatible cultures.
The employees of both companies will enjoy the benefits of being part
of a clear industry leader with a broader suite of products that meet
the individual needs of all practice sizes and specialties. We all
look forward to working with Glen Tullman and his team to deliver on
the tremendous potential of the combined company.”
The combined company expects to achieve annual pre-tax cost
synergies of $15 to $20 million in the first full year following the
close of the transaction, increasing to total annual cost synergies of
$25 to $30 million in the years that follow. The company also expects
revenue synergies through cross-selling each company’s product
offering into each other’s customer base.
Misys has received a firm commitment from Lehman Brothers to
provide debt financing, and an underwriting commitment from ValueAct
Capital Master Fund L.P. to provide equity financing for the cash
portion of the transaction, both of which are subject to customary
conditions. ValueAct has committed to voting in favor of the
transaction. The transaction is not conditioned on financing and is
expected to close in the next four to six months. The transaction is
subject to the approval of the merger agreement by Misys shareholders,
the approval by Allscripts shareholders of the issuance of shares in
the transaction and certain amendments to Allscripts charter and
bylaws, regulatory approvals and customary closing conditions.
Goldman, Sachs & Co. acted as the exclusive financial advisor to
Allscripts and Sidley Austin LLP acted as legal counsel to Allscripts.
Lehman Brothers acted as lead financial advisor to Misys and Debevoise
& Plimpton LLP acted as legal counsel to Misys. Deutsche Bank AG also
provided financial advice to Misys.
(1) USD figures based on an exchange rate of 1.9178 GBP per 1 USD,
the average exchange rate during the period from June 1, 2006 to May
31, 2007 .
Conference Call and Web Cast Information
Allscripts and Misys will host a joint conference call Tuesday,
March 18, 2008 at 8:30 a.m. EDT (12:30 p.m. GMT) to discuss the
transaction. The dial-in number for United States callers is (866)
224-3295 and the dial-in number for participants located outside of
the United States is +44 (0) 1452 568 060. The passcode for all
callers is 39947975. A replay of the conference call will be available
beginning the afternoon of Tuesday, March 18, 2008, and can be
accessed by dialing (866) 247-4222 from within the United States or
+44 (0) 1452 550 000 from outside of the United States. The passcode
for the replay is 39947975. A slide presentation and live audio
webcast of the call will be available at
https://investor.allscripts.com
About Allscripts
Allscripts (Nasdaq: MDRX) is the leading provider of clinical
software, connectivity and information solutions that physicians use
to improve healthcare. The company’s unique solutions inform, connect
and transform healthcare, delivering improved care at lower cost. More
than 40,000 physicians and thousands of other healthcare professionals
in clinics, hospitals and extended care facilities nationwide utilize
Allscripts to automate everyday tasks such as writing prescriptions,
documenting patient care, managing billing and scheduling, and safely
discharging patients, as well as to connect with key information and
stakeholders in the healthcare system. To learn more, visit Allscripts
at www.allscripts.com.
About Misys
Misys plc (FTSE: MSY.L), provides integrated, comprehensive
solutions that deliver significant results to organisations in the
financial services and healthcare industries. We maximise value for
our customers by combining our deep knowledge of their business with
our commitment to their success.
In banking and treasury & capital markets, Misys is a market
leader, with over 1,200 customers, including all of the world’s top 50
banks. In healthcare, Misys is a market leader, serving more than
110,000 physicians in 18,000 practice locations and 600 home care
providers. Misys employs around 4,500 people who serve customers in
more than 120 countries.
We aspire to be the world’s best application software and services
company, delivering results for the most important industries in the
world.
Misys: experience, solutions, results
Contact us today, visit: www.misys.com
Additional Information and Where to Find It
This communication is being made in respect of the proposed
business combination involving Allscripts, Inc. (“Allscripts”) and
Misys Healthcare Systems LLC (“MHS”), a wholly owned subsidiary of
Misys plc (“Misys”). In connection with this proposed transaction,
Allscripts intends to file with the Securities and Exchange Commission
(the “SEC”) a preliminary proxy statement, a definitive proxy
statement and other related materials, and Misys intends to file a
shareholder circular with the Financial Services Authority in the
United Kingdom. The definitive proxy statement will be mailed to the
stockholders of Allscripts, and the shareholder circular will be
mailed to the shareholders of Misys. BEFORE MAKING ANY DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors and security
holders can obtain copies of Allscripts’ materials (and all other
offer documents filed with the SEC) when available, at no charge on
the SEC’s website: www.sec.gov. Copies can also be obtained at no
charge by directing a request for such materials to Allscripts at 222
Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654,
Attention: Lee Shapiro, Secretary, or to Misys at 125 Kensington High
Street, London W8 5SF, United Kingdom, Attention: Group General
Counsel & Company Secretary. Investors and security holders may also
read and copy any reports, statements and other information filed by
Allscripts with the SEC, at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC’s website for further information on
its public reference room. Allscripts’ directors, executive officers
and other members of management and employees may, under the rules of
the SEC, be deemed to be participants in the solicitation of proxies
from the stockholders of Allscripts in favor of the proposed
transaction. Information about Allscripts, its directors and its
executive officers, and their ownership of Allscripts’ securities, is
set forth in its proxy statement for the 2007 Annual Meeting of
Stockholders of the Company, which was filed with the SEC on April 30,
2007. Additional information regarding the interests of those persons
may be obtained by reading the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Forward-Looking Statements
This communication contains forward-looking statements. Those
forward-looking statements include all statements other than those
made solely with respect to historical fact. Forward-looking
statements may be identified by words such as “believes”, “expects”,
“anticipates”, “estimates”, “projects”, “intends”, “should”, “seeks”,
“future”, continue”, or the negative of such terms, or other
comparable terminology. Such statements include, but are not limited
to, statements about the expected benefits of the transaction
involving Allscripts, MHS and Misys, including potential synergies and
cost savings, future financial and operating results, and the combined
company’s plans and objectives. In addition, statements made in this
communication about anticipated financial results, future operational
improvements and results or regulatory approvals are also
forward-looking statements. Such forward-looking statements are
subject to numerous risks, uncertainties, assumptions and other
factors that are difficult to predict and that could cause actual
results to vary materially from those expressed in or indicated by
them. Factors that could cause actual results to differ materially
include, but are not limited to: (1) the occurrence of any event,
development, change or other circumstances that could give rise to the
termination of the merger agreement; (2) the outcome of any legal
proceedings that have been or may be instituted against Allscripts,
Misys or MHS and others following announcement of entering into the
merger agreement; (3) the inability to complete the proposed
transaction due to the failure to obtain stockholder or shareholder
approval or the failure of any party to satisfy other conditions to
completion of the proposed transaction, including the expiration of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the receipt of other required regulatory
approvals; (4) risks that the proposed transaction disrupts current
plans and operations and potential difficulties in employee retention
as a result of the merger; (5) the ability to recognize the benefits
of the merger; (6) legislative, regulatory and economic developments;
and (7) other factors described in filings with the SEC. Many of the
factors that will determine the outcome of the subject matter of this
communication are beyond Allscripts’, Misys’ and MHS’ ability to
control or predict. Allscripts can give no assurance that any of the
transactions related to the merger will be completed or that the
conditions to the merger will be satisfied. Allscripts undertakes no
obligation to revise or update any forward-looking statement, or to
make any other forward-looking statements, whether as a result of new
information, future events or otherwise. Allscripts is not responsible
for updating the information contained in this communication beyond
the published date, or for changes made to this communication by wire
services or Internet service providers.
CONTACT: Allscripts
U.S. Investors
President
Lee Shapiro, 312-506-1207
or
U.S. Media
Sard Verbinnen & Co
Hugh Burns/Jonathan Gasthalter/Chris Kittredge
212-687-8080
or
Misys Plc
U.S. Investors
Alex Dee, 011-44-207-368-2336
Mobile: 011-44-798-901-7979
or
U.S. Media
Brunswick Group
Steve Milunovich, 212-706-7867
SOURCE: Allscripts