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allscripts, eclipsys to merge in $ 1. 3 billion deal | healthcare it news
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the product was bought by eclipsys that did some damage to the original design but managed to retain its most useful properties. eclipsys was then acquired by allscripts. [ “dogging allscripts in the past year have been problems integrating products after its 2010 merger with eclipsys and, apparently, difficulties merging cultures. ” ]
the merger agreement has been approved by the board of directors of both allscripts and eclipsys. the board of directors of the combined company will initially consist of a combination of the current directors of allscripts and eclipsys .
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eclipsys is a leading provider of advanced integrated clinical, revenue cycle and performance management software, clinical content and professional services that help healthcare organizations improve clinical, financial and operational outcomes. for more information, see www. eclipsys. com .
our speed to value methodology combines these proven elements — along with an approach honed over hundreds of successful implementations — to provide maximum value from eclipsys healthcare it solutions in the shortest time possible. this methodology still enables clients to customize many aspects of their eclipsys healthcare it solutions while leveraging the speed and power of the experience of our team and eclipsys clients across the world .
today hospitals using both the hcs medication reconciliation software and eclipsys' sunrise enterprise (tm) electronic health record (ehr) must click on a separate tab to view the patient' s hcs - provided retail prescription history and then rekey that information into the eclipsys ehr. building hcs' software in an integrated environment on the eclipsys platform will serve to combine the patient' s prescription history into one central location within the eclipsys ehr for enhanced access to a more complete medication record while reducing keystrokes .
health care systems, inc. to build on helios by eclipsys (tm) open platform to advance medication reconciliation access and capabilities
in many instances, clients will be able to leverage the hcs solution to augment the inpatient prescription information delivered by eclipsys' own medication reconciliation tools within the sunrise enterprise solution. the combination of advanced medication reconciliation capabilities from hcs and eclipsys also can support eclipsys clients in meeting the expected interoperability requirements of arra, which include the ability to conduct electronic prescribing and communication of dispensing status .
the partnership goes along with goals set down by eclipsys to make its platforms more open and increase interoperability between other hospital information systems, said officials. eclipsys is looking to enable third parties to develop new applications that integrate well with their solutions, officials added .
according to the klas cpoe digest 2009: meaningful use and physician adoption report, eclipsys leads the industry in cpoe solution adoption. in the u. s. , one in four medical orders placed daily by clinicians is performed using an eclipsys healthcare it solution .
the merger agreement has been approved by the boards of both allscripts and eclipsys. the board of directors of the combined company will initially consist of a combination of the current directors of allscripts and eclipsys. the merger will be subject to stockholder approvals from both companies .
eclipsys’ practice management solutions include eclipsys peakpractice, peakpractice ehr, peakpractice practice management (pm) and eclipsys peakpractice supply chain (sc). eclipsys peakpractice connects the clinical and business sides of a physician practice with ehr, physician pm and sc systems utilizing the same technology platform. peakpractice ehr is an ehr solution that interfaces with existing practice management systems to help coordinate and facilitate care delivery. peakpractice pm is a practice management solution that enables busy physician practices, clinics and surgery centers to take control of their business operations. eclipsys peakpractice sc (supply chain) is a web - based inventory management application that electronically tracks and orders medical supplies and inventory for physician practices .
healthcare information technology companies allscripts - misys healthcare solutions and eclipsys announced that they plan to merge in a $ 1. 35 billion all - stock deal .
health care information technology companies allscripts - misys healthcare solutions and eclipsys announced that they plan to merge in a $ 1. 35 billion all - stock deal .
eclipsys corporation (r), the outcomes company (r), today announced that kaleida health, buffalo, ny, has activated eclipsys revenue cycle management solutions at all five of its acute care facilities, and an ambulatory surgery center making it the largest ever implementation of eclipsys’ revenue cycle management solutions. by replacing multiple disparate systems with sunrise patient financials and sunrise access management, kaleida health is now consolidating medical records, patient access, and patient accounting in one system. kaleida health is using eclipsys sunrise patient financials and sunrise access management to enhance revenue cycle management and financial reporting in order to improve financial performance and support revenue stream optimization .
for the seventh - straight year, the annual klas cpoe digest has shown that eclipsys' computerized provider order entry (cpoe) solutions are used by more physicians in more hospitals than any other vendor' s systems. eclipsys continues to lead the industry in total physicians live on cpoe solutions and percentage of its client base using the solution .
sunrise enterprise is the eclipsys software family of solutions, including the clinical, access, financial and departmental solutions, such as sunrise clinical manager, sunrise access manager and sunrise patient financials .
misys has entered into a voting agreement with allscripts and eclipsys pursuant to which misys has agreed to vote certain of its allscripts shares at the allscripts stockholder meeting in favor of the issuance of allscripts shares to eclipsys stockholders in connection with the merger. these shares will total approximately 15. 5 million, the total number of shares misys is expected to hold after the buyback and secondary offering. certain directors of allscripts and eclipsys have also entered into voting agreements pursuant to which they have agreed to vote their shares at their respective company stockholder meetings in favor of the merger .
eclipsys corp. , an atlanta - based health it company, and computer technology giant microsoft corp. are planning to integrate their platforms to provide more flexible and interoperable solutions to healthcare providers .
eclipsys is an oracle platinum partner, globally recognized as one of the highest levels of distinction within the oracle partner network. we have one of the largest oracle exclusive practices in canada... at eclipsys you get the opportunity to be a part of a collaborative team environment where we share ideas, work on challenging and innovative projects together and really make a difference for our clients .
allscripts and eclipsys will host a joint conference call and webcast june 9, 2010 at 8: 00 a. m. edt to discuss the transaction. the call can be accessed three ways :
allscripts, makers of electronic health records for physician practices will buy healthcare information technology company eclipsys, which provides technology for hospitals and clinicians. the all - stock deal is valued at $ 1. 3 billion .
eclipsys provides comprehensive, integrated clinical information solutions to hospitals and health systems that strive for clinical excellence. in a pressure - filled healthcare environment with constantly changing regulations and growing financial challenges, eclipsys delivers an enterprise level health information platform that fosters fast adoption, widespread clinician satisfaction, and meaningful, sustainable quality improvements for better patient care outcomes with the company’s xa - based solutions being designed to minimize the isolation of information and duplication of functionality .
sidley austin llp and vedder, price, kaufman and kammholz acted as legal advisors to allscripts on the merger. king & spalding llp acted as legal advisor to eclipsys. allen & overy acted as legal advisor to misys .
allscripts and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. information regarding allscripts' directors and executive officers is available in allscripts' proxy statement for its 2009 annual meeting of stockholders and allscripts' annual report on form 10 - k for the year ended may 31, 2009, which were filed with the sec on august 27, 2009 and july 30, 2009, respectively. eclipsys' and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. information regarding eclipsys' directors and executive officers is available in eclipsys' proxy statement for its 2010 annual meeting of stockholders and eclipsys' annual report on form 10 - k for the year ended december 31, 2009, which were filed with the sec on march 26, 2010 and february 25, 2010, respectively. investors and stockholders can obtain free copies of these documents from allscripts and eclipsys using the information above. in addition, investors and stockholders can obtain more detailed information regarding the direct and indirect interests of allscripts' and eclipsys' directors and executive officers in the proposed transaction by reading the joint proxy statement / prospectus / information statement and other relevant materials to be filed with the sec when they become available .
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 .
today, thousands of hospitals, health systems, clinics and physician practices worldwide use eclipsys healthcare it solutions to deliver improved clinical, financial and operational outcomes — and superior patient care outcomes. read some of our clients’ documented outcomes and success stories .
eclipsys and microsoft offer complementary strengths to healthcare enterprises looking to overcome the restraints caused by legacy health it applications that block the strategic exchange and use of digital health data ,
said peter neupert, corporate vice president, microsoft health solutions group .
allscripts ceo glen tullman will serve as ceo of the combined company. phil pead, president and ceo of eclipsys, will become chairman of the combined company and, on a full - time basis, will focus on key client and strategic relationships .
eclipsys is a leading provider of advanced integrated clinical, revenue cycle and performance management software, clinical content and professional services that help healthcare organizations improve clinical, financial and operational outcomes. for more information, see urltoken urltoken or email info @ urltoken .
the merger will be subject to stockholder approvals from both allscripts and eclipsys, and other customary closing conditions and regulatory approvals, including expiration or termination of any applicable waiting period under the hart - scott - rodino antitrust improvements act of 1976, as amended .
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r. andrew eckert, who as ceo of the eclipsys corp. saw the company through a restructuring in 2006 and back to prosperity, is stepping down from the helm of the atlanta - based company and will be replaced by a well - known industry insider .
urltoken inc. , which operates an online marketplace for medical equipment, said yesterday that it was in talks about ending its $ 2. 72 billion buyout offer for the eclipsys corporation and healthvision inc. since neoforma announced the deal at the end of march, the stock of the company, based in santa clara, calif. , has plunged to under $ 10 from $ 30. the shares rose slightly yesterday, gaining 72 cents, to $ 9. 875 each, in nasdaq trading. eclipsys, based in delray beach, fla. , has been named in two shareholder lawsuits that contend neoforma' s offer was too low. eclipsys makes software for managing medical payments and patient information. healthvision, based in irving, tex. , helps local health care organizations set up web sites .
“given my family ties to silicon valley, it was not realistic for me to continue in my role as ceo. i am pleased that eclipsys is in the hands of an experienced executive who will help the company continue to achieve its business objectives, ” he added .
pead served executive roles at dun & bradstreet software services and the attachmate corp. before joining per - se in 1997. he has been a managing partner at beacon point partners since 2007 and was named to eclipsys’ board of directors on feb. 17 of this year .
the eclipsys corporation, a maker of health - care software, said it expected to post a second - quarter loss and fall short of forecasts, which set off a 45 percent decline in its stock price. the company, which sells to hospitals and physicians' practices, said it expected to lose 7 cents to 10 cents a share. excluding one - time items, eclipsys expects to lose 4 cents to 6 cents, compared with its earlier forecast of a profit of 11 cents to 13 cents. the company, which is based in boca raton, fla. , said some of its customers had not signed contracts by the end of the quarter. eclipsys disclosed the forecast after markets closed on thursday, and yesterday its stock price fell $ 5. 44, to $ 6. 56 a share .
enterprise revenue cycle software provides the capability to manage patient billing and reimbursement through streamlined, integrated processes. eclipsys also provides a host of connectivity, outsourcing, and remote hosting options along with the necessary implementation, training and education support to ensure successful outcomes to strategic investments. 2
the eclipsys corporation, a maker of software for the health care industry, said yesterday that it had made a $ 2 billion hostile bid for a rival, the shared medical systems corporation, whose shares have fallen 28 percent in the last year. eclipsys offered $ 67 a share in stock or a combination of stock and cash. shared medical closed yesterday at $ 38. 25, down $ 1. 1875. shared medical, like many other makers of health care software, has struggled as customers delayed purchases because of concerns about year 2000 computer problems. it warned last month that revenue would be weak in the first half of the year and strengthen in the second half. shares of eclipsys, based in delray beach, fla. , rose $ 3. 0625, or 12 percent, to $ 28. 625 .
additionally, the combination of allscripts and eclipsys solutions, each known for having the highest physician utilization in their respective markets, will establish a clear leader in driving
meaningful use ,
the criteria that physicians and hospitals must satisfy in order to qualify for federal funding under arra .
philip m. pead, who had been chairman, president and ceo of per - se technologies, inc. , a provider of acute care solutions, physician outsourcing services and practice management and claims processing services, until its acquisition by mckesson in 2007, will work with eckert during a transition period before taking over eclipsys. eckert was named ceo and director in 2005. he said his departure was based on his family ties to california and the realization that eclipsys “needs a leader committed to operate from atlanta and usher the company through the next phases of its development. ”
eclipsys describes itself as a leader in delivering advanced healthcare it solutions that make a tangible difference in quality, safety and cost - effectiveness. the also describe solutions embed the latest best practices and workflows, evidence - based clinical content and integrated technologies to support excellent performance and deliver superior care
ubs, barclays capital and j. p. morgan acted as financial advisors to allscripts on the merger, and blackstone and william blair acted as financial advisors to the audit committee of allscripts. perella weinberg partners acted as financial advisor to eclipsys. credit suisse acted as financial advisor to misys .
“i am proud of what we have accomplished since i joined eclipsys nearly four years ago, ” he said thursday. “we have achieved significantly improved klas scores for client satisfaction, improved our technology platform and products, diversified the company through acquisitions and built an industry - leading executive team. ”
packaged with the new release of sunrise enterprise 5. 5, the helios by eclipsys (tm) open platform and the objectsplus / xa (tm) development technology create a solid, integrated foundation for improved performance across the enterprise while promoting the ability to leverage new technologies and extend the use of existing legacy systems. this release of sunrise enterprise 5. 5 represents the most significant uplift to eclipsys' leading ehr solution and is specifically crafted to help healthcare organizations in meeting the expected
meaningful use
requirements of arra, and achieving stage 7 in the himss analytics emr adoption model .
“we carefully created the new organizational structure to build on our strengths and provide more resources to client service functions, ” eckert said then. “we believe these changes will help make eclipsys a more effective, efficient and responsive company that can better capitalize on opportunities in the rapidly growing hit marketplace. ”
as a leading healthcare provider in new york state, kaleida health was a great partner to work with as we embarked on the largest activation of our revenue cycle management solutions in eclipsys history ,
said jay deady, eclipsys executive vice president, client solutions .
given the scale of the project, we are very proud to deliver an on - time, on - budget implementation that met all of kaleida health’s initial goals. we look forward to building on the project’s success to further eliminate revenue cycle workflow barriers that result in lost revenue to help improve the organization’s financial performance .
closing talks that it had disclosed earlier in the week, urltoken inc. agreed yesterday to buy the eclipsys corporation for $ 2 billion in stock, and the privately held healthvision inc. for $ 2. 2 billion in stock. the aim is to create a company that will provide a complete range of web - based transaction services for health care organizations. in connection with the deal, neoforma received a 10 - year contract to provide electronic - commerce services to novation l. l. c. , the largest buyer of medical supplies in the world. eclipsys also dropped a lawsuit related to its hostile takeover bid for the shared medical systems corporation of malvern, pa. in nasdaq trading, neoforma' s stock plunged $ 10. 50, or 34. 5 percent, to $ 19. 875, while eclipsys' s shares dropped $ 2. 5625, or 10 percent, to $ 23. 25 .
urltoken inc. , which operates an internet marketplace that connects buyers and sellers of medical goods, said yesterday that it was in merger talks with eclipsys corporation, a health care software company, and healthvision inc. , an internet health care company. the three are also discussing giving novation l. l. c. , a bulk purchaser of medical supplies, a stake in the merged company in exchange for novation' s agreeing to conduct a certain amount of business through the combined entity. neoforma' s shares fell $ 2. 50, to $ 30. 375, and eclipsys' s shares fell 56. 25 cents, to $ 25. 8125 .
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the eclipsys implementation provided the solution to support revenue cycle redesign. the financial clearance, insurance verification and charge capture process are a seamless part of the scheduling, registration and order process. activation of eclipsys bill edits has enabled us to initiate the claim editing process at the point of access and generate complete and accurate claims post discharge .
said barbara losi, vice president, revenue cycle, kaleida health .
this was evidenced by kaleida health achieving our primary goal of maintaining days in accounts receivable during go - live, as there was no initial disruption of cash flow. now that all of our facilities are on the same system, we look forward to further optimizing our operational processes and documenting improved financial outcomes across the entire health system .
under the agreement, officials said both companies plan to integrate key components of eclipsys' sunrise enterprise suite of integrated software applications with microsoft amalga unified intelligence system (uis), a data aggregation platform that integrates clinical, administrative and financial data from disparate information systems. officials said the goal of the planned integration is to give providers improved analytic capabilities and help connect estranged and disparate data repositories .
both the eclipsys sunrise enterprise and performance management solution for hospitals and the allscripts portfolio of solutions for physician practices currently leverage common platforms, such as microsoft. net. this will accelerate delivery of an integrated hospital and physician practice offering. the companies also share an' open architecture' approach, which simplifies connection to third - party apps across care settings, resulting in a single patient record .
“we thank andy for his exceptional service to eclipsys, ” fife added. “under his leadership, the company established itself as a major enterprise player in the healthcare it marketplace. he has accomplished a great deal and created a solid foundation for future growth. we are grateful for his many contributions, including his efforts to ensure a seamless transition, and wish him every success in the future. ”
we are at the beginning of what we believe will be the single fastest transformation of any industry in us history, and the combination of the allscripts electronic health record portfolio in the physician office and leadership in the post - acute care market, with eclipsys' s market - leading hospital enterprise solution creates the one company uniquely positioned to execute on this significant opportunity ,
said mr. tullman .
we are at the beginning of what we believe will be the single fastest transformation of any industry in u. s. history, and the combination of the allscripts electronic health record portfolio in the physician office and leadership in the post - acute care market, with eclipsys' s market - leading hospital enterprise solution creates the one company uniquely positioned to execute on this significant opportunity ,
said tullman .
the eclipsys sunrise enterprise and performance management solution for hospitals and the allscripts industry - leading portfolio of solutions for physician practices currently leverage common platforms, including microsoft. net and other advanced technologies. this will accelerate the delivery of an integrated hospital and physician practice offering. the companies also share an' open architecture' approach, simplifying the connection to third - party applications across every care setting, resulting in a single patient record .
mr. tullman continued ,
our vision and the vision behind arra is to leverage information technology to create collaboration between providers in all care settings, helping to improve the quality and lower the cost of care. the merger of allscripts and eclipsys creates one company with the scale, breadth of applications and client footprint to bring that vision to life by connecting providers in hospitals, physician practices and post - acute organizations across the country .
eclipsys offers a range of advanced healthcare it solutions for physician practices and hospitals that include electronic health records, practice management and clinical solutions. the comprehensive integrated clinical solutions enable hospitals to integrate patient care onto a single platform while streamlining clinical workflows throughout the enterprise. applications that provide powerful and intelligent clinical decision support include: acute care ehr, clinical content, nursing solutions, physician solutions, critical care, emergency care, medication management, surgery, diagnostic imaging, and laboratory .
clinicians have been frustrated by not having critical information available to them at the point of care because either the information resided on disparate systems or they were unaware that patient data was available ,
said philip m. pead, eclipsys' president and chief executive officer .
the new federal regulations surrounding the american recovery and reinvestment act of 2009 and achieving' meaningful use' are a tipping point that will drive a rapid amount of change in how healthcare information is accessed .
both eclipsys and allscripts share a vision of a connected system of health in which critical information follows the patient and informs all providers that assist the patient across the complete care continuum ,
added pead .
this merger will turn that vision into a reality. healthcare isn' t confined to the four walls of any single location, yet traditional healthcare it companies deliver monolithic' information silos' that fail to connect to other systems. our approach is to instead focus on creating a single patient record connecting all applications used within an organization and across a community .
both eclipsys and allscripts share a vision of a connected system of health in which critical information follows the patient and informs all providers that assist the patient across the complete care continuum ,
said mr. pead .
this merger will turn that vision into a reality. healthcare isn' t confined to the four walls of any single location, yet traditional healthcare it companies deliver monolithic' information silos' that fail to connect to other systems. our approach is to instead focus on creating a single patient record connecting all applications used within an organization and across a community .
after the closing of the merger, misys will have a right to require allscripts to repurchase an additional 5. 3 million allscripts shares for $ 100 million at a price of $ 18. 82 per share, and an additional $ 1. 6 million premium, all of which will be funded through cash reserves of the combined company. misys must elect to exercise its right to require allscripts to repurchase these shares within 10 days after closing of the merger. if it does exercise the buy - back option, misys' s equity stake in the combined company is expected to be approximately 8% and eclipsys' s stockholders will own approximately 37% of the combined company .
the eclipsys corporation, a health care software company based in delray beach, fla. , said paul ruflin would become its chief executive in mid - july, replacing harvey j. wilson, who founded the company. mr. wilson will remain as chairman, the company said. mr. ruflin, 48, had been chief operating officer and director of the health and managed care consulting unit at cap gemini ernst & young until this month. under mr. ruflin' s leadership, the consulting practice grew to become the largest in the industry, company officials said.'' it takes the right combination of technology, software and services to achieve sustained results,'' mr. wilson said .
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 .
you may be familiar with allscripts; it has been in the news recently. it seems that the company has been having difficulty integrating some of its recent acquisitions, has been losing business, and may be searching for a buyer. it may eventually emerge in some reincarnated form, or perhaps the problems are the early indications of a pre - terminal condition .
you may not be familiar with the history of some of the products that allscripts has acquired over the years. one in particular is notable .
over 20 years ago, an elegant critical - care system was developed by one of my medical school classmates. the product, called emtek, was highly innovative in several respects. the hardware implementation provided a high degree of fault - tolerance in a decentralized manner by teaming each bedside station with a “buddy” elsewhere in the icu. all of the data and transactions conducted by each station were echoed to the buddy allowing uninterrupted access to the monitoring data in the event a station developed a malfunction. it also provided a novel, spreadsheet - like approach to critical - care data that provided user - definable groups of rows that could be added to the spreadsheet. each group could be configured to collect data from a monitor, ventilator, infusion pump, or other device at predefined time intervals and automatically display the incoming data on the screen .
after a few years emtek was acquired by motorola and then, after a number of years, motorola decided to get out of the systems business .
i do not believe that it is unfair to say that allscripts, prior to all of their merger and acquisition (m & a) activity, was a run - of - the - mill product. it had, and has, its adherents but it never stood out as a clinically superior product .
in the body, the immune system provides a defense mechanism to detect foreign substances. in response it produces molecules that are specifically tailored to recognize and bind to those substances forming immune complexes. the complexes are then eliminated, carrying off the foreign material before it can cause damage. when m & a activity combines a run - of - the - mill product with an exceptional product, the unspectacular product acts like an antibody. it binds to the exceptional product forming the equivalent of an immune complex. the immune complex eventually gets eliminated, carrying the formerly exceptional to oblivion .
this phenomenon may be a manifestation of gresham' s law, named after sir thomas gresham (1519–1579), an english financier during the tudor dynasty. in simple terms, gresham’s law says that the bad tends to drive out the good .
for example, “in the market for used cars, lemon automobiles… will drive out the good cars. the problem is one of asymmetry of information. sellers have a strong financial incentive to pass all used cars off as
good
cars, especially lemons… high - quality cars tend to be pushed out of the market, because there is no good way to establish that they really are worth more. ”
over the years, many excellent, innovative healthcare systems have appeared. their excellence, as expected, was rarely appreciated by the potential customers. the resulting lack of sales eventually made them into m & a targets of companies that recognized that their existing products were poor. the chaos caused within the acquiring company by the acquisition eventually relegated the good product, and poor product, to oblivion .
if you expected excellent systems, then you must be prepared to take risks and buy them when they become available, recognizing that without your support, the excellent product and its developer, will not be long for this world. without these excellent products on the market, your only choice will be between lemons .
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the merger positions the combined company to help its clients more effectively access the approximately $ 30 billion in federal funding for hospital and physician adoption of electronic health records (ehr) provided by the american recovery and reinvestment act (arra). driven in large part by the arra incentives, which begin in 2011, ehr adoption by physician practices is projected to grow from 12 percent to 90 percent by 2019, according to the congressional budget office' s (cbo) march 2009 report ,
options for controlling the cost and increasing the efficiency of health care .
the cbo report also projects hospital adoption of acute - care ehrs will increase from 11 percent to 70 percent during the same time period .
pead continued ,
the combined company will be unique among healthcare it companies not only in our ability to drive utilization, but also in our ability to quickly integrate our solutions and connect clinical information across every link in the healthcare chain. in combination with our powerful analytics and revenue cycle solutions, healthcare organizations will finally be able to realize the true promise of information technology, improving both clinical and financial outcomes across the entire community of care .
in addition, the transaction is subject to the completion of a secondary offering of allscripts shares owned by misys plc (lse: msy) (misys), currently the majority stockholder of allscripts, and the completion of the allscripts buyback from misys of additional allscripts shares owned by misys, which will substantially reduce misys' s share ownership of allscripts prior to the closing of the merger. the companies expect the merger to close in approximately four to six months. the combined company will have more than 5, 500 employees .
the transaction is expected to be accretive to allscripts non - gaap earnings beginning in calendar 2011. allscripts anticipates over $ 100 million in cost savings over the first three full fiscal years after completion of the transaction .
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 .
misys will sell to the public in the secondary offering a minimum of approximately 36 million of its allscripts shares. additionally, allscripts will buy back from misys, concurrent with the closing of the secondary offering, approximately 24. 4 million of its allscripts shares at a price of $ 18. 82 per share, or $ 460 million in total, plus a payment of a premium of $ 117. 4 million in connection with the sale by misys of its controlling interest, for a total of $ 577. 4 million .
the secondary offering and share buyback transactions will be subject to misys shareholder approval, and will be subject to other conditions precedent, including: (i) misys obtaining a price per share in the secondary offering of no less than $ 16. 50; and (ii) allscripts obtaining debt financing sufficient to complete the share buyback. the closing of the financing for the share buyback is subject to execution of definitive loan documentation, compliance by allscripts with financial covenants (on a historical and pro forma basis) and other closing conditions .
allscripts has secured financing commitments from jp morgan, barclays capital and ubs for a total of $ 720 million in senior secured credit facilities, which includes a six - year $ 570 million term loan facility and a five - year $ 150 million revolving credit facility, to finance the share buy - back and to provide access to additional working capital for its operations. misys and allscripts expect to complete the secondary offering and the share buyback in the next four to six months .
for the fourth quarter of fiscal 2010, allscripts now expects bookings to be approximately $ 117 million. previously, allscripts anticipated fourth quarter 2010 bookings to range from $ 105 - $ 112 million .
for fiscal 2010, the company expects to be at the high - end of the previously communicated ranges: revenue of $ 700 - $ 705 million; net income of $ 67. 0 - $ 68. 5 million; and diluted earnings per share of $ 0. 44 - $ 0. 45. on a non - gaap basis, the company expects to be at the high - end of the previously communicated ranges: non - gaap net income of $ 97. 0 - $ 98. 5 million; and non - gaap diluted earnings per share of $ 0. 64 - $ 0. 65 cents .
allscripts non - gaap net income guidance assumes the following standard adjustments from gaap net income: approximately $ 22. 6 million of annual acquisition - related amortization; $ 16. 5 million in stock - based compensation expense; $ 4. 9 million in deferred revenue adjustments; and approximately $ 11. 0 million of transaction - related expense; all on a pre - tax basis. allscripts 2010 non - gaap net income and diluted earnings per share guidance assumes a 39% tax rate .
after the close of the merger, allscripts expects to report financial results on a calendar year end .
online: all interested parties are welcome to attend the live webcast, which will be hosted through each company' s respective website: urltoken and urltoken. please visit either web site to test your connection before the call .
by telephone: investors and members of the media can also access the conference call via a toll free number by dialing (877) 666 - 7021 in north america or (678) 809 - 1012 for international callers approximately 15 minutes prior to the call. the access code for all callers is 78781403 .
through an audio replay: a replay of the conference call will be available on both companies' websites beginning three hours after the call for a period of one month. the dial - in number for u. s. participants is (800) 642 - 1687. for participants outside the u. s. , the replay dial - in number is (706) 645 - 9291. the replay access code for all callers is 78781403 .
more information about the combined company is available at www. oneallscriptseclipsys. com. materials on the microsite include :
allscripts reports its financial results in accordance with generally accepted accounting principles, or gaap. to supplement this information, allscripts presents in this press release non - gaap revenue, gross profit and net income, including non - gaap net income on a per share basis, which are non - gaap financial measures under section 101 of regulation g under the securities exchange act of 1934, as amended. non - gaap revenue consists of gaap revenue as reported and legacy allscripts revenue for periods prior to the consummation date of the merger and adds back the acquisition related deferred revenue adjustment booked for gaap purposes and excludes revenue from prepackaged medications. non - gaap gross profit consists of gaap gross profit as reported and legacy allscripts gross profit for periods prior to the consummation date of the merger and adds back the acquisition related deferred revenue adjustment booked for gaap purposes and excludes revenue from prepackaged medications. non - gaap net income consists of gaap net income as reported and includes legacy allscripts net income for periods prior to the consummation date of the merger, excludes acquisition - related amortization, stock - based compensation expense and transaction - related expenses, adds back the acquisition related deferred revenue adjustment and excludes net income from prepackaged medications, in each case net of any related tax effects .
acquisition - related amortization. acquisition - related amortization expense is a non - cash expense arising from the acquisition of intangible assets in connection with acquisitions or investments. allscripts excludes acquisition - related amortization expense from non - gaap net income because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of allscripts business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. management believes that this adjustment facilitates comparisons of the separate pre - merger results of legacy misys and legacy allscripts to that of the company' s post - merger results. investors should note that the use of these intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods .
stock - based compensation expense. stock - based compensation expense is a non - cash expense arising from the grant of stock awards to employees. allscripts excludes stock - based compensation expense from non - gaap net income because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of allscripts business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock - based awards, including grants in connection with acquisitions. investors should note that stock - based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods and should also note that such expense will recur in future periods .
transaction - related expenses. transaction - related expenses are fees and expenses, including legal, investment banking and accounting fees, incurred in connection with announced transactions. allscripts excludes transaction - related expenses from non - gaap net income because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of allscripts business operations and (ii) such expenses can vary significantly between periods .
acquisition related deferred revenue adjustment. deferred revenue adjustment reflects the fair value adjustment to deferred revenues acquired in connection with the merger. the fair value of deferred revenue represents an amount equivalent to the estimated cost plus an appropriate profit margin, to perform services related to legacy allscripts software and product support, which assumes a legal obligation to do so, based on the deferred revenue balances as of october 10, 2008. allscripts adds back this deferred revenue adjustment for non - gaap revenue and non - gaap net income because it believes the inclusion of this amount directly correlates to the underlying performance of allscripts operations and facilitates comparisons of the separate pre - merger results of legacy misys and legacy allscripts to that of the company' s post - merger results .
tax rate alignment. tax adjustment to align the current fiscal quarter' s effective tax rate to the expected annual effective tax rate .
management also believes that non - gaap revenue, gross profit and net income provide useful supplemental information to management and investors regarding the underlying performance of the company' s business operations and facilitates comparisons of the separate pre - merger results of legacy misys and legacy allscripts to that of the company' s post - merger results. purchase accounting adjustments made in accordance with gaap can make it difficult to make meaningful comparisons of the underlying operations of the business without considering the non - gaap adjustments that we have provided and discussed herein. management also uses this information internally for forecasting and budgeting as it believes that the measure is indicative of the company' s core operating results. in addition, the company uses non - gaap net income to measure achievement under the company' s cash incentive compensation plans. note, however, that non - gaap revenue, gross profit and net income are performance measures only, and they do not provide any measure of the company' s cash flow or liquidity. non - gaap financial measures are not in accordance with, or an alternative for, measures of financial performance prepared in accordance with gaap and may be different from non - gaap measures used by other companies. non - gaap measures have limitations in that they do not reflect all of the amounts associated with allscripts' results of operations as determined in accordance with gaap. investors and potential investors are encouraged to review the reconciliation of non - gaap financial measures with gaap financial measures contained within the attached condensed consolidated financial statements .
allscripts uses innovation technology to bring health to healthcare. more than 160, 000 physicians, 800 hospitals and nearly 10, 000 post - acute and homecare organizations utilize allscripts to improve the health of their patients and their bottom line. the company' s award - winning solutions include electronic health records, electronic prescribing, revenue cycle management, practice management, document management, care management, emergency department information systems and homecare automation. allscripts is the brand name of allscripts - misys healthcare solutions, inc. to learn more, visit www. allscripts. com .
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by combining the strength of both our companies, said neupert, we expect to bring new light and technology choices to providers needing to make the most from their existing it infrastructure .
when he was named ceo in 2005, eckert said the company, which offers clinical, financial and management information software, needed to shift its focus from installation to management .
you have to (provide) the technology, but that' s only part of the story ,
eckert said at that time .
we' re selling a relationship .
eckert’s hiring was part of a company restructuring that culminated in early 2006 with approximately 100 layoffs and the streamlining of the management team. among those leaving were four former executive vice presidents and three former senior vice presidents. the moves cost the company about $ 7 million at the time, but led to savings of between $ 10 million and $ 12 million annually as the company sharpened its focus .
since then, the company sold its clinical practice model resource center in late 2007, moved its headquarters from boca raton, fla. to atlanta in late 2008, and acquired the premise corp. earlier this year. for the first quarter of this year, the company reported $ 130. 2 million in revenues, up from $ 124. 4 million for the first quarter of 2008 .
president trump speaking in china in november. photo by thomas peter - pool, getty images
sunrise clinical manager includes the major integrated modules sunrise acute care, sunrise ambulatory care, sunrise critical care, sunrise emergency care and sunrise pharmacy, in addition to related modules and capabilities, such as knowledge - based charting, knowledge - based medication administration and others. sunrise clinical manager enables a physician or other authorized clinician to view patient data and enter orders quickly from any point in the enterprise, providing evidence - based clinical decision support at the time of order entry .
sunrise access manager, which also shares the sunrise clinical manager platform and health data repository, includes sunrise enterprise scheduling and sunrise enterprise registration. it enables healthcare providers to identify a patient at any time within a hospital and to collect and maintain patient information on an enterprise - wide basis. sunrise patient financials provides centralized enterprise - wide business office capabilities that help healthcare organizations improve financial workflows and more effectively manage their patient billing, accounts receivable, and contract management functions. this helps them reduce costs for this important function and maximize and accelerate appropriate reimbursements from patients and other parties.
eclipsys corporation was a publicly traded american company that provided hospitals and other healthcare organizations with electronic medical record , computerized physician order entry , and other technology , as well as revenue cycle management software . eclipsys was founded in 1995 , and had its headquarters in atlanta , georgia . 
eclipsys corporation was a publicly traded american company that provided hospitals and other healthcare organizations with electronic medical record, computerized physician order entry, and other technology, as well as revenue cycle management software. eclipsys was founded in 1995, and had its headquarters in atlanta, georgia.
eclipsys corporation was a publicly traded american company that provided hospitals and other healthcare organizations with electronic medical record, computerized physician order entry, and other technology, as well as revenue cycle management software. eclipsys was founded in 1995, and had its headquarters in atlanta, georgia.