By Lisa Kerner
Charlotte, N.C., March 18 - Allscripts Healthcare Solutions Inc. and Misys Healthcare LLC, a wholly owned subsidiary of Misys plc, entered into a definitive agreement to merge, the companies announced on Tuesday.
Misys Healthcare will be merged with a wholly owned subsidiary of Allscripts, while Misys plc will pay $330 million in cash to Allscripts in exchange for 54.5% ownership of the combined company.
Allscripts will pay a special cash dividend of $330 million, or some $4.90 per share, to its stockholders of record on the last business day prior to the transaction's close, according to a form 8-K filing with the Securities and Exchange Commission.
In addition, Allscripts stockholders will retain the shares they currently own and Allscripts shares will continue to trade on the Nasdaq under the symbol "MDRX."
Members of Allscripts' current management team will continue in their management roles at the combined company based in Chicago. The new company's board will have 10 members: five directors nominated by Misys and three directors nominated by Allscripts, the filing stated.
Pre-tax cost synergies are expected to reach some $15 million to $20 million in the first full year following the close of the transaction, which is expected to occur in the next four to six months.
Misys has received a debt financing commitment from Lehman Brothers and an underwriting commitment from ValueAct Capital Master Fund LP to provide equity financing for the cash portion of the deal.
"This agreement changes the landscape in healthcare information technology by creating a single company that will serve roughly 150,000 physicians with our portfolio of electronic health record, practice management and other software solutions," Allscripts chief executive officer Glen Tullman said in a company news release.
"Bringing Allscripts and Misys Healthcare together represents a compelling opportunity for stockholders of both companies to participate in a combined organization with significant potential, including a major cross-selling opportunity that will drive us forward in the years ahead," Tullman added.
Allscripts, a Chicago-based clinical software company, was advised by Goldman, Sachs & Co. Lehman Brothers advised Misys.
Misys is a global applications software and services company located in London.
| Acquirer: | Misys Healthcare LLC
|
| Target: | Allscripts Healthcare Solutions Inc.
|
| Announcement date: | March 18
|
| Transaction total: | $330 million
|
| Expected closing: | In four to six months
|
| Stock price of target: | Nasdaq: MDRX: $8.76 on March 17
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
