CHICAGO, July 14 /PRNewswire-FirstCall/ --
Allscripts-Misys Healthcare Solutions, Inc. (Nasdaq: MDRX)
("Allscripts") today announced that a record date and a special
meeting date have been established for Allscripts stockholders to
consider and vote upon a proposal to approve the issuance of shares
of Allscripts common stock to stockholders of Eclipsys Corporation
(Nasdaq: ECLP) pursuant to the previously announced merger
agreement with Eclipsys.
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Allscripts stockholders of record as of the close of business on
July 13, 2010 are entitled to notice
of the special meeting and to vote upon the proposal to issue
shares of Allscripts common stock. The special meeting has
been scheduled for Friday, August 13,
2010, at 9:00 a.m. local time
at the offices of Sidley Austin LLP, located at One South Dearborn,
Chicago, Illinois 60603.
"The vote to approve our merger with Eclipsys is another
important step forward towards completing this compelling strategic
transaction," said Glen Tullman,
Chief Executive Officer of Allscripts. "Once approved, the
merger will create a single company with the scale, breadth of
applications and client relationships to transform healthcare by
connecting hospitals, physician practices and post-acute
organizations across the country."
About Allscripts
Allscripts uses innovation technology to bring health to
healthcare. More than 160,000 physicians, 800 hospitals and more
than 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.
For more Allscripts news, follow us on Twitter at:
http://twitter.com/AllscriptsMisys
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 benefits of the proposed transaction, including future
financial and operating results, 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: 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 the proposed transaction
does not close, including due to the failure to satisfy the closing
conditions; 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.
