Medecision, Inc. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 18 2008 - 2:50PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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MEDecision,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The following is the text of a question and
answer memorandum distributed by MEDecision, Inc. on June 18, 2008.
Employee FAQ
Q:
What is the nature of the
transaction?
A:
Today, we are very pleased to announce that
we reached a merger agreement pursuant to which MEDecision will be acquired by
Health Care Service Corporation (HCSC). HCSC will acquire all of the
outstanding shares of MEDecision common stock for $7.00 per share in cash. The
transaction is valued at approximately $121 million, including consideration
paid to holders of outstanding options and warrants. The Boards of Directors of
both companies have unanimously approved the transaction. Closing of the
transaction is expected in the third quarter of 2008.
Q:
Who is HCSC?
A:
Health Care Service Corporation (HCSC) is a
customer-owned health benefits company focused on health and wellness. It is
the fourth largest health insurer in the U.S. overall, with 12.4 million
members in its Blue Cross and Blue Shield plans in Illinois, New Mexico,
Oklahoma and Texas. HCSC has been one of MEDecisions largest clients since
1994.
Q:
How will MEDecision fit into
HCSC?
A:
MEDecision will remain an independent brand
and entity dedicated to the needs of all health plans and our services will
continue to evolve and improve. The agreement underscores the strength of the
collaborative health care management solutions weve developed and validates
our vision of the health care industry. MEDecision can now further intensify
its focus on development and execution of customer-centric solutions with a
long-term perspective of the health care industry in mind. We remain committed
to our vision of 20 years a vision that HCSC shares.
Q:
What does this deal mean for the
senior management team?
A:
We do not expect any changes in the current
leadership team. David St.Clair will continue in his role as CEO of MEDecision.
We will continue our active search to
fill the President & COO position. As planned, Tim Wallace will remain a member of the Board
of Directors until the deal closes and will transition his interim President
& COO responsibilities.
Q:
What are the implications of this
deal for product development?
A:
HCSC is committed to making continued
investments in our development of collaborative health care management
solutions. We will continue to pursue development and implementation of our
Alineo and Nexalign collaborative health care management solutions. We have a
very capable development team that will continue their focus on these efforts.
Q:
What will happen to employees
once the transaction closes?
A:
HCSC recognizes that our greatest asset is
our employees. HCSC is committed to making continued investments in our people
and our collaborative health care management solutions development. We will
remain an independent team, operating as a separate company owned by HCSC. We
do not anticipate negative changes in policy around salaries, promotions, and
other benefits with this transaction. Please be patient as this process moves
forward; we will share additional details as soon as they become available.
Q:
What will happen to our stock
options?
A:
With certain exceptions, options, whether or
not vested, will be cashed out upon deal closure for an amount equal to the
difference between the deal price of $7.00 per share and the exercise price of
the option. The cash proceeds will be subject to tax withholdings. We will
communicate further with optionees regarding the specific treatment of their
awards.
Q:
How will employees be kept
informed about the progress of the acquisition?
A:
We will continue to consistently be in
contact with our employees regarding any relevant updates throughout the
acquisition process.
Q:
With whom may employees speak if
they have additional questions?
A:
Employees should contact the senior executive
in charge of their department or other senior executives with specific
questions.
Q:
What do I do if I get a question
from the press or an analyst?
A:
All media and industry analyst (Forrester,
Gartner, or Health Industry Insights) inquiries MUST be forwarded to Tracey
Costello at 610-540-0202 x1159. All inquiries from financial analysts or other
members of the investment community MUST be forwarded to Mateo Millett (FD
Ashton Partners) at 617-897-1533.
Forward-Looking
Statement
This
filing contains forward-looking statements within the meaning of the safe
harbor provisions of the federal securities laws, including, without
limitation, statements about the expected timing, completion and effects of the
proposed merger between MEDecision and HCSC. These forward-looking statements
are subject to risks and uncertainties that could cause actual events or
results to differ materially from such statements. MEDecision may not be able
to complete the proposed merger because of a number of factors, including,
among other things, the failure to obtain shareholder approval or the failure
to satisfy other closing conditions. Other risks and uncertainties that may
affect forward-looking statements are described in the Risk Factors section
and elsewhere in the companys Annual Report on Form 10-K as filed with
the Securities and Exchange Commission (SEC) on March 28, 2008 and the
companys Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission (SEC) on May 9, 2008. MEDecision undertakes no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Additional
Information About the Merger and Where to Find It
MEDecision
will file with the Securities and Exchange Commission (the SEC), and furnish
to its shareholders, a proxy statement soliciting proxies for the meeting of
its shareholders to be called with respect to the proposed merger between
MEDecision and HCSC. MEDecision SHAREHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. MEDecision shareholders and other interested parties
will be able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SECs Web
site at www.sec.gov. MEDecision shareholders and other interested parties will
also be able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents by directing a request by mail or
telephone to MEDecision, Inc., 601 Lee Road, Chesterbrook Corporate
Center, Wayne, Pennsylvania 19087, Attention: Corporate Secretary, telephone:
(610) 540-0202, or from MEDecisions Web site, www.MEDecision.com.
MEDecision
and certain of its directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from shareholders of MEDecision with respect to
the proposed merger. Information regarding the persons who may be considered
participants in the solicitation of proxies will be set forth in MEDecisions
proxy statement relating to the proposed merger when it is filed with the SEC.
Information regarding certain of these persons and their beneficial ownership
of MEDecision common stock as of March 28, 2008 is also set forth in
MEDecisions proxy statement for its 2008 Annual Meeting of Shareholders, which
was filed with the SEC on April 23, 2008.
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