Allscripts (MDRX) and Eclipsys (ECLP) Announce Reduction of Secondary Offering by 11M Common
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Allscripts (Nasdaq: MDRX) and Eclipsys (Nasdaq: ECLP) today announced that Allscripts has amended its June 9, 2010 Framework Agreement with Misys plc to reduce the minimum size of the secondary offering of Allscripts shares from 36 million shares to 25 million shares.
The reduction in the size of the secondary offering is contingent on approval by Allscripts and Eclipsys stockholders of the merger proposals being submitted to the shareholders of each company at meetings scheduled for August 13, 2010. All other financial terms of the June 9, 2010 Framework Agreement remain unchanged.
Glen Tullman, Chief Executive Officer of Allscripts, said, "We believe the amendment provides greater certainty in advance of closing the proposed merger with Eclipsys. The combination of Allscripts and Eclipsys represents an opportunity to deliver value to shareholders, and we continue to believe that the combined company will be uniquely positioned in the healthcare information technology space."
In a separate announcement, Misys today announced that it has been informed by ValueAct Capital, its 25.7% shareholder, that ValueAct intends to participate as a purchaser in the placing of Allscripts shares. Specifically, ValueAct has informed Misys in writing that it intends to submit an order to the book runners for 5 million Allscripts shares at a price of $16.50. At prices above $16.50, ValueAct may adjust the number of shares it purchases.
Tullman commented, "We are pleased that ValueAct Capital has indicated its intention to participate in the secondary offering and believe that this action underscores the strategic merit and compelling value of the proposed combination for our investors."
Allscripts and Eclipsys are also confirming that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the merger expired at 11:59 pm Eastern time on July 26, 2010.
The reduction in the size of the secondary offering is contingent on approval by Allscripts and Eclipsys stockholders of the merger proposals being submitted to the shareholders of each company at meetings scheduled for August 13, 2010. All other financial terms of the June 9, 2010 Framework Agreement remain unchanged.
Glen Tullman, Chief Executive Officer of Allscripts, said, "We believe the amendment provides greater certainty in advance of closing the proposed merger with Eclipsys. The combination of Allscripts and Eclipsys represents an opportunity to deliver value to shareholders, and we continue to believe that the combined company will be uniquely positioned in the healthcare information technology space."
In a separate announcement, Misys today announced that it has been informed by ValueAct Capital, its 25.7% shareholder, that ValueAct intends to participate as a purchaser in the placing of Allscripts shares. Specifically, ValueAct has informed Misys in writing that it intends to submit an order to the book runners for 5 million Allscripts shares at a price of $16.50. At prices above $16.50, ValueAct may adjust the number of shares it purchases.
Tullman commented, "We are pleased that ValueAct Capital has indicated its intention to participate in the secondary offering and believe that this action underscores the strategic merit and compelling value of the proposed combination for our investors."
Allscripts and Eclipsys are also confirming that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the merger expired at 11:59 pm Eastern time on July 26, 2010.
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