Clinical software firm Allscripts, of Chicago, and Misys Healthcare LLC, of Raleigh, N.C., a wholly owned subsidiary of London-based Misys Plc, have announced that they have signed a definitive merger agreement that has been approved by the board of directors of both companies.
Under terms of the agreement, Misys Healthcare will be merged with a wholly owned subsidiary of Allscripts. Misys Plc will give $330 million in cash to Allscripts, for which it will receive shares representing a 54.5% ownership position in the combined company. Allscripts 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. Allscripts stockholders would retain the shares they currently own.
In its 2007 fiscal year ending on May 31, 2007, Misys Healthcare had revenues of approximately $376 million, and profit before exceptional items of approximately $39.5 million.
Combined, the company will have a client base of approximately 150,000 U.S. physicians and 700 hospitals, with the current Allscripts management team continuing in their existing roles. The merge will unite more than 3,700 employees in Chicago headquarters. Allscripts will continue to trade on the NASDAQ under the MDRX ticker.
The transaction, which is not conditioned on financing and is expected to close in the next four to six months, is subject to the approval of the merger agreement by Misys shareholders, the approval by Allscripts shareholders of the issuance of shares in the transaction and certain amendments to Allscripts charter and bylaws, regulatory approvals and customary closing conditions.
