LONDON – Allen & Overy LLP today announced that it has advised Misys plc on the proposed merger of its wholly owned division Misys Healthcare with Allscripts to form Allscripts-Misys Healthcare Solutions Inc.
(Allscripts-Misys), and create a leader in the provision of clinical software and services for the US ambulatory healthcare market. The transaction is due to complete within the third quarter of 2008, subject to the conditions to closing being met.
Allscripts-Misys will be owned 54.5% by Misys and 45.5% by the existing shareholders of Allscripts (each calculated on a fully diluted basis) and will be listed on NASDAQ. Misys will contribute USD330 million (approximately GBP165 million) in cash as part of the transaction. The cash element will be financed by new banking facilities and a placing of new ordinary shares in Misys at 175 pence per share, which is fully underwritten by ValueAct Capital, Misys’ largest shareholder, to raise approximately GBP75 million (USD150 million) (representing a premium of 23.5% to the closing price of a Misys share immediately prior to announcement of the transaction).
Misys will continue to own 100% of its existing Banking and Treasury & Capital markets divisions and will continue to be listed on the London Stock Exchange.
The transaction is conditional on, among other things, (1) the approval of each of Misys’ and Allscripts’ shareholders, (2) the receipt of necessary competition clearances, (3) at closing, there being no material adverse change in the financial position, trading position or prospects of either Allscripts or Misys Healthcare since 18 March 2008; and (4) each of Misys and Allscripts having received a tax opinion in form and substance reasonably satisfactory to it from its tax counsel.
Misys is a leader in the global application software and services market, which provides mission critical software to clients in the banking industry and healthcare institutions. Misys trades on the London Stock Exchange. Headquartered in London, Misys employs 4,500 people worldwide. For the year ended 31 May 2007, Misys reported revenue from continuing operations of GBP469.7 million and operating profit before exceptional items of GBP55.8 million (unaudited). Misys financial information is reported under IFRS.
Allscripts is an established leader in the clinical software and information solutions market and a distributor of medications to more than 40,000 physicians and more than 700 hospitals in the US. Allscripts trades on Nasdaq. Headquartered in Chicago, Allscripts employs more than 1,150 people across the US. For the year ended 31 December 2007, Allscripts reported revenue was USD281.9 million and profit before taxes of USD30.7 million under US GAAP.
Allen & Overy advised Misys on the UK aspects of the US merger transaction and on the equity and debt financing. The Allen & Overy team was led by London-based corporate partner Gillian Holgate, assisted principally by associates Ryan Barrow, Nischal Hindia and Aaron Picket.
Banking partner George Link, assisted by senior associate Jocelyn Land advised on the new banking facilities. US law advice and tax advice on the financing was provided by Diana Billik, assisted by Bon Joyce and Dimitrios Efstathiou (US advice) and Brenda Coleman assisted by Anita Anand (tax).
Commenting, Gillian Holgate said: “Misys is a long standing and highly valued client of ours and we are delighted to have assisted them on this transformational deal.”
