Allscripts, Misys amend framework agreement

CHICAGO – As Allscripts irons out details of the merger with Eclipsys that was announced in June, the company announced Tuesday that it has amended its initial framework agreement with London-based Misys plc to reduce the minimum size of the secondary offering of Allscripts shares from 36 million shares to 25 million shares.

The reduction is contingent on approval of merger proposals being submitted to Allscripts and Eclipsys shareholders at meetings scheduled for August 13. All other financial terms of the June 9 framework agreement remain unchanged.

“We believe the amendment provides greater certainty in advance of closing the proposed merger with Eclipsys,” said Allscripts CEO Glen Tullman in a statement. “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.”

Misys will continue to own roughly 13 percent of the newly combined company, but will focus on its financial services software.

“The merger of our healthcare business with Allscripts in 2008 created the leader in U.S. physician office healthcare IT and was extraordinarily successful,” said Misys CEO Mike Lawrie in a separate statement. “Now the proposed merger between Allscripts and Eclipsys will create a leader in end-to-end solutions across all healthcare settings. As we sell our controlling stake to enable the merger, Misys shareholders will receive an unprecedented return of capital expected to be approximately $1B.”

In another announcement, Misys reported that ValueAct Capital, its 25.7 percent shareholder, intends to participate as a purchaser in the placing of Allscripts shares; it will submit an order for 5 million shares at a price of $16.50. (Above which price, ValueAct may adjust the number of shares it purchases.)

“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,” said Tullman.

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