Allscripts/Eclipsys/Misys:Merger and diversture

Consolidation among vendors keeping pace with consolidation among customers (Hospitals/Physician Groups). This should accelerate "interoperability" as we wait for standards to mature. SV


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.

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.