Allscripts, Misys announce merger

By Eric Wicklund
12:00 AM

 

"In Allscripts, we have found the perfect partner to complement and drive our business and position us to deliver superior value to our shareholders, clients and employees over the long term" said Lawrie. "We have great respect for the Allscripts team and share highly compatible cultures."

Under terms of the agreement, which has been approved by the boards of directors for both companies, Misys Plc will contribute $330 million in cash to Allscripts in exchange for shares representing a 54.5 percent ownership in the combined company. Allscripts, meanwhile, will pay a special cash dividend of $330 million, or approximately $4.90 per share, to Allscripts stockholders of record as of the last business day immediately prior to the closing of the transaction.

Misys has received a firm commitment from Lehman Brothers to provide debt financing and an underwriting commitment from ValueAct Capital Master Fund L.P. to provide equity financing for the cash portion of the transaction.

Tullman will continue to serve as CEO of the company and Bill Davis, Chief Financial Officer of Allscripts, will continue to serve as CFO. Lawrie will serve as executive chairman of a 10-member board of directors, which will consist of Lawrie, Tullman, five members appointed by Misys and three members appointed by Allscripts. The combined company, with an estimated 3,700 employees, will be headquartered in Chicago.

The combined company expects to receive annual pre-tax synergies of $15 million to $20 million in the first full year following the close of the transaction, increasing to total annual cost synergies of $25 million to $30 million in the years following.

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