Allscripts, Eclipsys announce merger

Jun 9 2010

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 a definitive agreement to merge in an all-stock transaction valued at approximately $1.3 billion. The combination of Allscripts and Eclipsys will create a clear leader in healthcare information technology, with the most comprehensive solution offering for healthcare organizations of every size and setting. Under terms of the merger agreement, Eclipsys stockholders will receive 1.2 shares of Allscripts for each share of Eclipsys, a 19 percent premium based on the June 8th closing price.

By combining the leading physician-office and post-acute care solutions from Allscripts with Eclipsys's leading enterprise solutions for hospitals and health systems, the combined company will offer a single platform of clinical, financial, connectivity and information solutions. The combined company's client base will include over 180,000 U.S. physicians, 1,500 hospitals, and nearly 10,000 nursing homes, hospices, home care and other post-acute organizations. The combined company will be positioned to connect physicians, other care providers and patients wherever care is provided – in the hospital, in small or large physician practices, in extended care facilities, or in a patient's home – resulting in the unique ability to deliver a single patient record and a seamless patient experience.

Glen Tullman, Chief Executive Officer of Allscripts, will be the Chief Executive Officer of the combined company.  Phil Pead, President and Chief Executive Officer of Eclipsys will become Chairman of the combined company and, on a full-time basis, will focus on key client and strategic relationships, product and process integration, strategy and the company's international business.  Bill Davis, Chief Financial Officer of Allscripts, will be the company's Chief Financial Officer.   Chris Perkins, Chief Financial Officer of Eclipsys, will lead the integration process of the two companies. The balance of the combined company's executive team will include the current officers of both Allscripts and Eclipsys.  

One Company Best Positioned to Drive Transformation

"We are at the beginning of what we believe will be the single fastest transformation of any industry in US history, and the combination of the Allscripts Electronic Health Record portfolio in the physician office and leadership in the post-acute care market, with Eclipsys's market-leading hospital enterprise solution creates the one company uniquely positioned to execute on this significant opportunity," said Mr. Tullman.

The merger positions the combined company to help its clients more effectively access the approximately $30 billion in federal funding for hospital and physician adoption of Electronic Health Records (EHR) provided by the American Recovery and Reinvestment Act (ARRA). Driven in large part by the ARRA incentives, which begin in 2011, EHR adoption by physician practices is projected to grow from 12 percent to 90 percent by 2019, according to the Congressional Budget Office's (CBO) March 2009 report, "Options for Controlling the Cost and Increasing the Efficiency of Health Care."  The CBO report also projects hospital adoption of acute-care EHRs will increase from 11 percent to 70 percent during the same time period.  

Mr. Tullman continued, "Our vision and the vision behind ARRA is to leverage information technology to create collaboration between providers in all care settings, helping to improve the quality and lower the cost of care. The merger of Allscripts and Eclipsys creates one company with the scale, breadth of applications and client footprint to bring that vision to life by connecting providers in hospitals, physician practices and post-acute organizations across the country."

Growth in Electronic Health Record adoption has been accelerated by hospitals and health systems offering to support and subsidize the technology for affiliated physicians, under the Stark Law safe harbor. For example, North Shore Long Island Jewish Health System recently announced it would subsidize up to 85 percent of the cost of implementing the Allscripts Electronic Health Record for over 7,000 affiliated physicians in New York City and Long Island.  North Shore-LIJ's hospitals currently utilize the Eclipsys Sunrise Enterprise suite of solutions as well as the Allscripts Emergency Department and Care Management solutions.

Mr. Tullman continued, "Many health systems are following North Shore-LIJ's example, providing electronic health records to their affiliated physicians. The combination of Allscripts and Eclipsys creates a 'hub' of large and well respected hospitals that will accelerate connection to 50,000 practices using Allscripts solutions, the largest base of physician users of any healthcare IT company. By leveraging our collective footprint, industry-leading products and strong focus on interoperability, the combined company will facilitate better communication between hospitals and physicians and create a new model and a new way of thinking about health based on information and connectivity."

One Company to Deliver a Single Patient Record

"Both Eclipsys and Allscripts share a vision of a connected system of health in which critical information follows the patient and informs all providers that assist the patient across the complete care continuum," said Mr. Pead.  "This merger will turn that vision into a reality. Healthcare isn't confined to the four walls of any single location, yet traditional healthcare IT companies deliver monolithic 'information silos' that fail to connect to other systems.  Our approach is to instead focus on creating a single patient record connecting all applications used within an organization and across a community."

The Eclipsys Sunrise Enterprise and Performance Management solution for hospitals and the Allscripts industry-leading portfolio of solutions for physician practices currently leverage common platforms, including Microsoft.NET and other advanced technologies.  This will accelerate the delivery of an integrated hospital and physician practice offering.  The companies also share an 'open architecture' approach, simplifying the connection to third-party applications across every care setting, resulting in a single patient record.  

Additionally, the combination of Allscripts and Eclipsys solutions, each known for having the highest physician utilization in their respective markets, will establish a clear leader in driving "meaningful use," the criteria that physicians and hospitals must satisfy in order to qualify for federal funding under ARRA.

Pead continued, "The combined company will be unique among healthcare IT companies not only in our ability to drive utilization, but also in our ability to quickly integrate our solutions and connect clinical information across every link in the healthcare chain.  In combination with our powerful analytics and revenue cycle solutions, healthcare organizations will finally be able to realize the true promise of information technology, improving both clinical and financial outcomes across the entire community of care." 

Transaction Highlights

The merger agreement has been approved by the Board of Directors of both Allscripts and Eclipsys.  The Board of Directors of the combined company will initially consist of a combination of the current directors of Allscripts and Eclipsys.

The merger will be subject to stockholder approvals from both Allscripts and Eclipsys, and other customary closing conditions and regulatory approvals, including expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.  

In addition, the transaction is subject to the completion of a secondary offering of Allscripts shares owned by Misys plc (LSE: MSY) (Misys), currently the majority stockholder of Allscripts, and the completion of the Allscripts buyback from Misys of additional Allscripts shares owned by Misys, which will substantially reduce Misys's share ownership of Allscripts prior to the closing of the merger.  The companies expect the merger to close in approximately four to six months.  The combined company will have more than 5,500 employees.

Misys has entered into a voting agreement with Allscripts and Eclipsys pursuant to which Misys has agreed to vote certain of its Allscripts shares at the Allscripts stockholder meeting in favor of the issuance of Allscripts shares to Eclipsys stockholders in connection with the merger.  These shares will total approximately 15.5 million, the total number of shares Misys is expected to hold after the buyback and secondary offering. Certain directors of Allscripts and Eclipsys have also entered into voting agreements pursuant to which they have agreed to vote their shares at their respective company stockholder meetings in favor of the merger.

The transaction is expected to be accretive to Allscripts Non-GAAP earnings beginning in calendar 2011.  Allscripts anticipates over $100 million in cost savings over the first three full fiscal years after completion of the transaction.

UBS, Barclays Capital and J.P. Morgan acted as financial advisors to Allscripts on the merger, and Blackstone and William Blair acted as financial advisors to the Audit Committee of Allscripts. Perella Weinberg Partners acted as financial advisor to Eclipsys. Credit Suisse acted as financial advisor to Misys.

Sidley Austin LLP and Vedder, Price, Kaufman and Kammholz acted as legal advisors to Allscripts on the merger.  King & Spalding LLP acted as legal advisor to Eclipsys. Allen & Overy acted as legal advisor to Misys.

Highlights of Secondary Offering and Share Buyback of Allscripts Shares owned by Misys

In connection with the merger, Allscripts will facilitate a reduction of Misys's equity stake in Allscripts from approximately 55% to approximately 10% through an underwritten secondary equity offering and share buyback. This reduction in equity stake will enable Misys to maintain compliance with listing requirements of the United Kingdom listing authorities.

Misys will sell to the public in the secondary offering a minimum of approximately 36 million of its Allscripts shares. Additionally, Allscripts will buy back from Misys, concurrent with the closing of the secondary offering, approximately 24.4 million of its Allscripts shares at a price of $18.82 per share, or $460 million in total, plus a payment of a premium of $117.4 million in connection with the sale by Misys of its controlling interest, for a total of $577.4 million.

The secondary offering and share buyback transactions will be subject to Misys shareholder approval, and will be subject to other conditions precedent, including: (i) Misys obtaining a price per share in the secondary offering of no less than $16.50; and (ii) Allscripts obtaining debt financing sufficient to complete the share buyback. The closing of the financing for the share buyback is subject to execution of definitive loan documentation, compliance by Allscripts with financial covenants (on a historical and pro forma basis) and other closing conditions.

Allscripts has secured financing commitments from JP Morgan, Barclays Capital and UBS for a total of $720 million in senior secured credit facilities, which includes a six-year $570 million term loan facility and a five-year $150 million revolving credit facility, to finance the share buy-back and to provide access to additional working capital for its operations. Misys and Allscripts expect to complete the secondary offering and the share buyback in the next four to six months.

After the closing of the merger, Misys will have a right to require Allscripts to repurchase an additional 5.3 million Allscripts shares for $100 million at a price of $18.82 per share, and an additional $1.6 million premium, all of which will be funded through cash reserves of the combined company.  Misys must elect to exercise its right to require Allscripts to repurchase these shares within 10 days after closing of the merger.  If it does exercise the buy-back option, Misys's equity stake in the combined company is expected to be approximately 8% and Eclipsys's stockholders will own approximately 37% of the combined company.

Allscripts Exceeds Bookings Guidance for the Fourth Quarter of Fiscal 2010; Affirms High-End of Revenue and Earnings Guidance for Fiscal Year

For the fourth quarter of fiscal 2010, Allscripts now expects bookings to be approximately $117 million.  Previously, Allscripts anticipated fourth quarter 2010 bookings to range from $105-$112 million.

For fiscal 2010, the company expects to be at the high-end of the previously communicated ranges: revenue of $700-$705 million; net income of $67.0-$68.5 million; and diluted earnings per share of $0.44-$0.45.   On a non-GAAP basis, the company expects to be at the high-end of the previously communicated ranges: non-GAAP net income of $97.0-$98.5 million; and non-GAAP diluted earnings per share of $0.64-$0.65 cents.  

Allscripts non-GAAP net income guidance assumes the following standard adjustments from GAAP net income: approximately $22.6 million of annual acquisition-related amortization; $16.5 million in stock-based compensation expense; $4.9 million in deferred revenue adjustments; and approximately $11.0 million of transaction-related expense; all on a pre-tax basis.  Allscripts 2010 non-GAAP net income and diluted earnings per share guidance assumes a 39% tax rate.

After the close of the merger, Allscripts expects to report financial results on a calendar year end.

SOURCE Allscripts-Misys Healthcare Solutions, Inc.