UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
Solicitation/Recommendation
Statement under Section 14(d)(4)
of
the Securities Exchange Act of 1934
I-TRAX,
INC.
(Name
of Subject Company)
I-TRAX,
INC.
(Names
of Persons Filing Statement)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK,
PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
COMMON
STOCK CUSIP 45069D203
(CUSIP
Number of Class of Securities)
Yuri
Rozenfeld, Esq.
Vice
President and General Counsel
I-trax,
Inc.
4
Hillman Drive, Suite 130
Chadds
Ford, Pennsylvania 19317
(610)
459-2405 x116
(Name,
address, and telephone number of person authorized to receive
notices
and communications on behalf of the persons filing statement)
WITH
COPIES TO:
Justin
P. Klein, Esq.
Ballard
Spahr Andrews & Ingersoll, LLP
1735
Market Street, 51
st
Floor
Philadelphia,
Pennsylvania 19103
215-665-8500
|
þ
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
I-trax
made the following communications today, which are included at the corresponding
annexes:
March 17,
2008
Dear CHD
Meridian Healthcare Associate,
Today I’m
pleased to share with you an exciting development in the evolution of CHD
Meridian Healthcare and workplace healthcare delivery. Walgreen Co. and I-Trax,
Inc., the parent company of CHD Meridian and ProFitness Health Solutions, have
signed a definitive agreement for Walgreens to acquire I-trax/CHD Meridian.
Walgreens, in addition to operating more than 6,000 retail pharmacies in 49
states, is the parent company of Take Care Health Systems, managers of Take Care
Health Clinics located at Walgreens pharmacies.
This is a
significant strategic growth event for Walgreens and for our industry. In
addition to acquiring I-trax, Walgreens is also acquiring Whole Health
Management, one of our leading competitors. We will be combining with Whole
Health to form what will be by far the nation’s leading provider of workplace
health services.
This is
clearly a major transformational event for the industry, for Walgreens and for
us. It’s the beginning of an important new strategy for Walgreens - furthering
their growth into the health care sector – and we’re going to play a very
important role in this transformation.
I-trax/CHD
Meridian Healthcare will become a wholly owned subsidiary of Walgreens and part
of a newly formed division, along with Take Care Health Systems and Whole Health
Management, focused on delivering high quality healthcare conveniently – the
Health and Wellness division. But even as we make this transition and become
part of the new division, our dedication to clinical excellence, client and
patient satisfaction and demonstrating value will remain unchanged. In fact,
this agreement will allow us to enhance and expand our capabilities and access
points so that we can serve all employees – proximate or not – when, where and
how the employer or employee chooses.
As you
know, we’ve been pursuing a number of strategic opportunities to continue to
grow our business. Those strategies have included making acquisitions –
including our recent merger with ProFitness Health Solutions – and talking with
potential partners to create new alliances. Walgreens and Take Care
Health Systems approached us because they recognize that the workplace is an
advantaged delivery channel for patient engagement and quality healthcare. For
CHD Meridian Healthcare and ProFitness Health Solutions, it is recognition of
the importance of workplace healthcare and the tangible benefits that can be
driven through effective on-site medical, pharmacy, fitness and wellness
programs. All of the organizations involved in this transition are passionately
committed to convenient, accessible, clinically excellent care through all
delivery channels, including the workplace and retail settings. We decided to
enter into this agreement because of that shared passion and because
we know
that it will give us access to tools and resources that will allow us to grow
and support our care model and our expansion of services.
We
recognize that today’s announcement will raise many questions. And while we have
much work ahead of us to integrate these organizations, we firmly believe that
bringing these companies together is a growth strategy and not a cost-cutting
strategy. Today’s announcement will not have any immediate effects on the daily
operations of any of our health centers, fitness centers or pharmacies. All of
the organizations involved will work together to evaluate how to best align and
combine administrative and management operations to create the strongest
provider of integrated healthcare for an employer’s proximate and non-proximate
employees using all channels and avenues available. We know that doing this will
take time, so we are initially planning for a three-month timeline to develop
full integration and transition plans. Our executive and leadership teams will
remain in place during the transition period and reporting relationships will be
unaffected.
With the
expected growth rate of the combined organization, we don’t anticipate any
significant administrative staff reductions – in fact, it is likely that we will
be adding staff in key support areas. Most importantly, all parties involved
understand the importance of supporting our front-line clinicians and staff and
of providing excellent service to our customers. We are committed to maintaining
and supporting our delivery model and our core platforms of clinical excellence
and patient and client satisfaction.
To help
you understand this acquisition, we will do our best to share as much
information as possible with you as it becomes available. Along with this email,
we’re also sending you a Questions and Answers document that we believe will
cover topics specifically of interest to you. We’re also sharing news of this
acquisition with our clients via email and in many cases, personal phone
calls.
As the
integration team moves through its work, we’ll use email, publications,
conference calls and employee meetings to keep you informed of its progress. In
the meantime, if you have any questions about this acquisition, please send them
to Danny Nelms, our vice president of Human Resources.
We are
very excited about this next chapter in our history and we believe that the
ultimate beneficiaries of this partnership will be the employees and patients
that we will be able to reach as we work to expand access to high quality,
convenient healthcare services for them.
Sincerely,
Frank
Martin
Chairman
Dixon
Thayer
Chief
Executive Officer
Walgreens'
tender offers for I-trax's outstanding common stock and preferred stock have not
yet commenced. This document is neither an offer to purchase nor a
solicitation of an offer to sell any securities. In connection with
the tender offers, Walgreens intends to file a tender offer statement on
Schedule TO and related materials with the Securities and Exchange Commission
(the “SEC”), and I-trax will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. Investors and security holders are strongly advised
to read these documents when they become available because they will contain
important information about the tender offers and the proposed merger. Free
copies of materials, which will be filed by Walgreens and I-trax, will be
available at the SEC’s Web site at
www.sec.gov
, or with
respect to Walgreens materials, at
www.walgreens.com
,
and also will be available, without charge, by directing requests to Walgreens,
and with respect to I-trax materials, at
www.i-trax.com
, and
will also be available, without charge, by directing requests to
I-trax.
|
1.
|
Who
is buying CHD Meridian Healthcare?
|
Walgreen
Co. and I-trax, CHD Meridian’s and ProFitness Health Solutions’ parent company,
have signed a definitive agreement for Walgreens to purchase I-trax. In addition
to operating more than 6,000 retail pharmacies in 49 states, Walgreens is the
parent company of Take Care Health Systems (TCHS), managers of Take Care Health
Clinics located in Walgreens pharmacies.
|
2.
|
What
is the structure of Walgreens and where do we fit
in?
|
I-trax/CHD
Meridian Healthcare will become a wholly owned subsidiary of Walgreens and part
of a newly formed division of Walgreens focused on delivering convenient access
to high quality healthcare – the Health and Wellness division.
|
3.
|
How
does purchasing us tie into their
strategy?
|
Take Care
Health Systems is the foundation of that division and we will become a part of
the division as well, operating with them. Hal Rosenbluth, Co-Founder and
Chairman of Take Care Health Systems, is President of the division. The mission
of Take Care Health Systems is to provide convenient, affordable, high-quality
healthcare. They currently manage 146 clinics in Walgreens drugstores. Walgreens
is so dedicated to workplace health that in addition to acquiring us, they are
also purchasing Whole Health Management. Take Care Health, CHD Meridian
Healthcare and Whole Health will come together in this division to build a best
in class provider of high-quality, conveniently accessed
healthcare.
|
4.
|
Whole
Health Management is one of our largest competitors. Why is Walgreens also
buying them?
|
Acquiring
both organizations at the same time shows the commitment that Walgreens is
making to workplace-based healthcare. Bringing together the two leading
providers in this market and combining them with Take Care Health Systems to
create the Health and Wellness division is key to Walgreens strategy to further
growth into the health care sector. This announcement marks an exciting event in
our industry. As CHD Meridian Healthcare already knows and has proven, a healthy
and productive workforce is a not only a competitive advantage for an
organization, it’s also its most important asset. By joining with the leading
providers of workplace-based healthcare, Take Care Health Systems will be able
to expand its mission and be an active participant in the provision of health at
the workplace.
|
5.
|
Why
did our Board decide this is a good thing? How did it come
about?
|
CHD
Meridian Healthcare has experienced amazing growth over the past few years due
to your hard work and passionate commitment to our pursuit. During this time, as
you know, we’ve
sought
other companies to acquire to help us expand even more quickly. At the same,
we’ve been approached by companies interested in acquiring us. Our board and our
executive team believe that becoming part of this larger organization will
provide the resources and support to continue to support that pace of growth and
expand our capabilities. Our board of directors feels very strongly that this
purchase is in the best interest of all of our stakeholders – shareholders,
clients and employees - and is validation of the work that we have all done to
make I-trax/CHD Meridian the strong, valuable company it is.
|
6.
|
Will
I still have a job with this new organization? Will there be
layoffs?
|
Bringing
these organizations together is a growth strategy and not a cost-cutting
strategy. Given the nature of our worksite health and wellness centers, fitness
centers and pharmacies, we don’t expect any changes to our on-site
staff. There will be a joint effort to develop an integration plan
over the next three months to evaluate how to best align and combine
administrative and management operations. Walgreens was attracted to
us because of our strength, growth potential and breadth of
capabilities. With the expected growth rate of the combined
organization, we don’t expect any significant staff reductions. We believe that
where they may be redundancies, the organizations will do all that is possible
to redeploy those resources and associates. Most importantly, all parties
involved understand the importance of supporting our front-line clinicians and
staff and of providing excellent service to our customers. We are committed to
not jeopardizing our delivery model and our core platforms of clinical
excellence and patient and client satisfaction.
|
7.
|
What
are the plans for integration, if any
yet?
|
We will
work together to evaluate how to best align and combine operations to create the
strongest provider of integrated healthcare for an employer’s proximate and
non-proximate employees using all channels and avenues available. We know that
doing this will take time so we’re initially looking at a three-month timeline
to develop full integration and transition plans. Walgreens and Take Care Health
Systems want to more fully understand us and how to best integrate and grow all
facets of all of the organizations that are part of the new
division.
|
8.
|
What
will the leadership structure be? Who will work on the
transition/integration?
|
The
proposed transaction is not scheduled to close for approximately 60 days,
subject to regulatory approval. Until then, we will continue to
operate as usual. Our executive and leadership teams will remain in
place during the transition period and reporting relationships will be
unaffected.
|
9.
|
Depending
on where we fit with them, will our name
change?
|
Yes,
eventually our name will likely change to tie in with the Take Care name and
brand although the exact specifics and the timing of that has not yet been
determined. The change will strengthen and reinforce the brand of the new
organization by creating a seamless delivery provider with
capabilities
for both proximate and non-proximate employees of our clients through multiple
points of access.
|
10.
|
Is
this tied in any way to our reorganization? Will we continue with our
regionalization plans?
|
This is
not tied to our reorganization and we will continue with our plans to
regionalize operations and provide intensive training for our Operations
organization.
|
11.
|
How
does this affect our clients, especially since Whole Health will be part
of the division?
|
All of
the organizations coming together in this Health and Wellness division share a
passion for building and relying upon trusted clinician relationships to help
employees and patients manage their health. We decided to enter into this
agreement because of that shared passion and because we believe that it will
provide tools and resources that will allow us to grow and support our care
model for our clients, along with providing additional channels for their
employees to conveniently access high-quality healthcare. As we work together to
build our integration and transition plans, we don’t anticipate that there will
be any changes in the daily operations of any of our sites or in our
relationships with our clients.
|
12.
|
What
is the plan and message to communicate with clients and
prospects?
|
We are
contacting key clients by phone and we are sending all clients a formal
communication explaining the acquisition and assuring them that the high level
of customer service and clinical excellence that we have provided will continue
in the same manner that it always has.
|
13.
|
Who
will I report to?
|
As
discussed above, all reporting relationships will stay the same. No
changes will be made until the transaction closes and detailed integration plans
are developed.
|
14.
|
Will
jobs be moving to other locations?
|
No plans
have been made to relocate jobs at this time. Since TCHS is
headquartered near Philadelphia, it is likely that those offices will be
combined in the future.
|
15.
|
Who
can I call for questions both operationally and
administratively?
|
For any
operational or client-related questions, please contact your DCO or departmental
head. For any administrative questions, please contact Danny Nelms
Senior Vice President of Human Resources.
Walgreens'
tender offers for I-trax's outstanding common stock and preferred stock have not
yet commenced. This document is neither an offer to purchase nor a
solicitation of an offer to sell any securities. In connection with
the tender offers, Walgreens intends to file a tender offer statement on
Schedule
TO and related materials with the Securities and Exchange Commission (the
“SEC”), and I-trax will file a solicitation/recommendation statement on Schedule
14D-9 with the SEC. Investors and security holders are strongly advised to read
these documents when they become available because they will contain important
information about the tender offers and the proposed merger. Free copies of
materials, which will be filed by Walgreens and I-trax, will be available at the
SEC’s Web site at
www.sec.gov
, or with
respect to Walgreens materials, at
www.walgreens.com
,
and also will be available, without charge, by directing requests to Walgreens,
and with respect to I-trax materials, at
www.i-trax.com
, and
will also be available, without charge, by directing requests to
I-trax.
March 17,
2008
Dear
Valued Client,
Today I’m
pleased to share with you an exciting development in the evolution of CHD
Meridian Healthcare and workplace healthcare delivery. Walgreen Co. and I-Trax,
Inc., the parent company of CHD Meridian and ProFitness Health Solutions, have
signed a definitive agreement for Walgreens to acquire I-trax/CHD Meridian.
Walgreens, in addition to operating more than 6,000 retail pharmacies in 49
states, is the parent company of Take Care Health Systems, managers of Take Care
Health Clinics located in Walgreens pharmacies.
This is a
significant strategic growth event for Walgreens and for our industry. In
addition to acquiring I-trax, Walgreens is also acquiring Whole Health
Management, one of our leading competitors. We will be combining with Whole
Health to form what will be by far the nation’s leading provider of workplace
health services.
This is
clearly a major transformational event for the industry, for Walgreens and for
us. It’s the beginning of an important new strategy for Walgreens - furthering
their growth in the health care sector – and we’re going to play a very
important role in this transformation.
I-trax/CHD
Meridian Healthcare will become a wholly owned subsidiary of Walgreens and part
of a newly formed division, along with Take Care Health Systems and Whole Health
Management, focused on delivering high quality healthcare conveniently – the
Health and Wellness division. But even as we make this transition and become
part of the new division, our dedication to clinical excellence, client and
patient satisfaction and demonstrating value will remain unchanged. In fact,
this agreement will allow us to enhance and expand our capabilities and access
points so that we can serve all employees – proximate or not – when, where and
how the employer or employee chooses.
Walgreens
and Take Care Health Systems approached I-trax because they recognize that the
workplace is an advantaged delivery channel for patient engagement and quality
healthcare. For CHD Meridian Healthcare and ProFitness Health Solutions, it is
recognition of the importance of workplace healthcare and the tangible benefits
that can be driven through effective on-site medical, pharmacy, fitness and
wellness programs. All of the organizations involved in this transition are
passionately committed to convenient, accessible, clinically excellent care
through all delivery channels, including the workplace and retail
settings.
We
decided to enter into this agreement because of that shared passion and because
we know that it will give us access to tools and resources that will allow us to
grow and support our care model and the expansion of services to your
organization.
Today’s
announcement does not change our commitment to you, your employees and their
dependents. It will not have any immediate effects on the daily operations of
any of your health centers, fitness centers or pharmacies. We remain focused on
providing you and your employees with unsurpassed clinical excellence each and
every day and we are not planning any changes to your center staff or
operations. All of the organizations involved will work together to evaluate how
to best align and combine administrative and management operations to create the
strongest provider of integrated healthcare for an employer’s proximate and
non-proximate employees using all channels and avenues available. We know that
doing this will take time, so we are initially planning for a three-month
timeline to develop full integration and transition plans.
During
this transition period our Account Management, DCO and Operations structures
will remain in place so that you and your center will continue to receive the
full support critical to daily operations. Additionally, our executive and
leadership teams will continue in their roles during the transition period to
ensure uninterrupted delivery of services at all locations. We also are not
anticipating any near-term changes to client relationships, contracts or
pricing.
We
recognize that this announcement is significant news. We will continue to keep
you apprised of our progress during our transition period. If you have any
questions, please contact your Director of Client Operations, your Director of
Operations, or your Account Manager.
Everyone
working together on this integration is excited to enter this time of enhanced
innovation and growth. We believe that the ultimate beneficiaries of this
partnership will be you and your employees as we work to expand access to high
quality, convenient healthcare services.
Sincerely,
R. Dixon
Thayer
Chief
Executive Officer
CHD
Meridian Healthcare
Walgreens'
tender offers for I-trax's outstanding common stock and preferred stock have not
yet commenced. This document is neither an offer to purchase nor a
solicitation of an offer to sell any securities. In connection with
the tender offers, Walgreens intends to file a tender offer statement on
Schedule TO and related materials with the Securities and Exchange Commission
(the “SEC”), and I-trax will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. Investors and security holders are strongly advised
to read these documents when they become available because they will contain
important information about the tender offers and the proposed merger. Free
copies of materials, which will be filed by Walgreens and I-trax, will be
available at the SEC’s Web site at
www.sec.gov
, or with
respect to Walgreens materials, at
www.walgreens.com
,
and also will be available, without charge, by directing requests to Walgreens,
and with respect to I-trax materials, at
www.i-trax.com
, and
will also be available, without charge, by directing requests to
I-trax.
|
1.
|
Who
is buying CHD Meridian Healthcare?
|
Walgreen
Co. and I-trax, CHD Meridian’s and ProFitness Health Solutions’ parent company,
have signed a definitive agreement for Walgreens to purchase I-trax. In addition
to operating more than 6,000 retail pharmacies in 49 states, Walgreens is the
parent company of Take Care Health Systems (TCHS), managers of Take Care Health
Clinics located in Walgreens pharmacies.
|
2.
|
What
is the structure of the organization and where do CHD Meridian and
ProFitness Health Solutions fit in?
|
I-trax/CHD
Meridian Healthcare will become a wholly owned subsidiary of Walgreens and part
of a newly formed division of Walgreens focused on delivering convenient access
to high quality healthcare – the Health and Wellness Division, which will
include Take Care Health Systems.
|
3.
|
How
does this purchase tie into their
strategy?
|
Take Care
Health Systems is the foundation of Walgreens’ new Health and Wellness division
and we will join with them. The mission of Take Care Health Systems is to
provide convenient, affordable, high-quality healthcare. TCHS recognizes that
the workplace is a growing in importance as a delivery channel for that care.
Walgreens is so dedicated to workplace health that in addition to acquiring us,
they are also purchasing Whole Health Management. Take Care Health, CHD Meridian
Healthcare and Whole Health will come together in this division to build a best
in class provider of high-quality, conveniently accessed
healthcare.
|
4.
|
Isn’t
Whole Health Management one of your largest competitors? Why is Walgreens
also buying them?
|
Acquiring
both organizations at the same time shows the commitment that Walgreens is
making to workplace-based healthcare. Bringing together the two leading
providers in that market and combining them with Take Care Health Systems to
create the Health and Wellness division is key to Walgreens strategy to further
their growth into the health care sector. This announcement marks an exciting
event in our industry. As CHD Meridian Healthcare already knows and has proven,
a healthy and productive workforce is a not only a competitive advantage for an
organization, it’s also its most important asset. By joining with the leading
providers of workplace-based healthcare, Take Care Health Systems will be able
to expand its mission and be an active participant in the provision of health at
the workplace.
|
5.
|
How
does this merger benefit my
organization?
|
All of
the companies involved in this transaction are passionately committed to
convenient, accessible, clinically excellent care through all delivery channels
including the workplace and retail
settings.
We decided to enter into this agreement because of that shared passion and
because we believe that it will provide access to tools and resources that will
allow us to grow and support our care model and your health center and/or
pharmacy. As these organizations work together to form this new division, we
will be able to expand our services, build upon best practices and create new
delivery channels that will make healthcare even more convenient and
affordable.
|
6.
|
What
changes should we expect and when?
|
CHD
Meridian Healthcare, Whole Health Management and Take Care Health Systems will
work together to evaluate how to best align and combine administrative and
management operations to create the strongest provider of integrated healthcare
for an employer’s proximate and non-proximate employees using all channels and
avenues available. We know that doing this will take time so we’re initially
looking at a three-month timeline to develop full integration and transition
plans. Given the nature of our worksite health and wellness centers,
fitness centers and pharmacies, we don’t expect any changes to our on-site staff
or our relationship with you. We are optimistic that we will be able
to offer a broader array of services and healthcare access points through the
expanded capabilities of Walgreens and TCHS.
|
7.
|
We
selected you for the high-touch, client centric model, will this
change?
|
No, all
of the organizations share a passion for building and relying upon trusted
clinician relationships to help employees and patients manage their health and
are passionately committed to convenient, accessible, clinically excellent care
through all delivery channels including the workplace and retail
settings.
|
8.
|
Who
will lead the organization now? Are you retaining CHDM’s current
leadership and operations teams?
|
Our
Account Management, DCO and Operations activities will continue unchanged during
the integration period so that you and your center continue to receive the full
support critical to daily operations. Additionally, our executive and leadership
teams will remain in place during the transition period and reporting
relationships will be unchanged.
|
9.
|
Will
my DCO relationships be affected? How does this tie into or relate to
CHDM’s recent announcement about
regionalization?
|
Our work
continues on our plans to regionalize our operations and account management
structure. Your DCO relationship
may
change based on that
work, but we will communicate that with you well in advance and will build
comprehensive transition plans to ensure that any changes go
smoothly.
|
10.
|
Will
my contract or pricing change?
|
Your
contract with CHD Meridian Healthcare or ProFitness Health Solutions continues
forward as is. Contract updates or amendments, if any, will be discussed upon
contract renewals.
|
11.
|
Will
there be any changes to the current budget (i.e. any additional
costs)?
|
There
will be no changes to the current budget and there will be no additional costs
associated with this acquisition.
|
12.
|
Will
the current staff be staying? What have they been
told?
|
The
current staff will remain on-site and all CHD Meridian Healthcare and ProFitness
Health Solutions associates have been notified of this acquisition. Our
associates have been told that they will continue to be employed by CHD
Meridian.
|
13.
|
Who
should I contact if I have any other
questions?
|
Please
direct all questions to your Director of Client Operations or to your Account
Manager.
Walgreens'
tender offers for I-trax's outstanding common stock and preferred stock have not
yet commenced. This document is neither an offer to purchase nor a
solicitation of an offer to sell any securities. In connection with
the tender offers, Walgreens intends to file a tender offer statement on
Schedule TO and related materials with the Securities and Exchange Commission
(the “SEC”), and I-trax will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. Investors and security holders are strongly advised
to read these documents when they become available because they will contain
important information about the tender offers and the proposed merger. Free
copies of materials, which will be filed by Walgreens and I-trax, will be
available at the SEC’s Web site at
www.sec.gov
, or with
respect to Walgreens materials, at
www.walgreens.com
,
and also will be available, without charge, by directing requests to Walgreens,
and with respect to I-trax materials, at
www.i-trax.com
, and
will also be available, without charge, by directing requests to
I-trax.
March 17,
2008
Dear
Valued Prospect,
Today I’m
pleased to share with you an exciting development in the evolution of CHD
Meridian Healthcare and workplace healthcare delivery. Walgreen Co. and I-Trax,
Inc., the parent company of CHD Meridian and ProFitness Health Solutions, have
signed a definitive agreement for Walgreens to acquire I-trax/CHD Meridian.
Walgreens, in addition to operating more than 6,000 retail pharmacies in 49
states, is the parent company of Take Care Health Systems, managers of Take Care
Health Clinics located in Walgreens pharmacies.
This is a
significant strategic growth event for Walgreens and for our industry. In
addition to acquiring I-trax, Walgreens is also acquiring Whole Health
Management, one of our leading competitors. We will be combining with Whole
Health to form what will be by far the nation’s leading provider of workplace
health services.
This is
clearly a major transformational event for the industry, for Walgreens and for
us. It’s the beginning of an important new strategy for Walgreens - furthering
their growth into the health care sector – and we’re going to play a very
important role in this transformation.
I-trax/CHD
Meridian Healthcare will become a wholly owned subsidiary of Walgreens and part
of a newly formed division, along with Take Care Health Systems and Whole Health
Management, focused on delivering high quality healthcare conveniently – the
Health and Wellness division. But even as we make this transition and become
part of the new division, our dedication to clinical excellence, client and
patient satisfaction and demonstrating value will remain unchanged. In fact,
this agreement will allow us to enhance and expand our capabilities and access
points so that we can serve all employees – proximate or not – when, where and
how the employee chooses.
Walgreens
and Take Care Health Systems approached I-trax because they recognize that the
workplace is an advantaged delivery channel for quality healthcare. For CHD
Meridian Healthcare and ProFitness Health Solutions, it is recognition of the
importance of workplace healthcare and the tangible benefits that can be driven
through effective on-site medical, pharmacy, fitness and wellness programs. All
of the organizations involved in this transition are passionately committed to
convenient, accessible, clinically excellent care through all delivery channels,
including the workplace and retail settings.
We
decided to enter into this agreement because of that shared passion and because
we know that it will give us access to tools and resources that will allow us to
grow and support our care model and the expansion of services to your
organization.
We will
be working together to evaluate how to best align and combine administrative and
management operations to create the strongest provider of integrated healthcare
for an employer’s proximate and non-proximate employees using all channels and
avenues available. We know that doing this will take time, so we are initially
planning for a three-month timeline to develop full integration and transition
plans. However, this acquisition does not impact any of our discussions with
your organization. Included with this email is a Questions and Answers document
that covers topics that may be of specific interest to you. If you have any
additional questions, please direct them to your Account Manager.
Everyone
working together on the integration is excited to enter this time of enhanced
innovation and growth. We believe that the ultimate beneficiaries of this merger
will be you and your employees as we work to expand access to high-quality,
convenient healthcare services.
Sincerely,
R. Dixon
Thayer
Chief
Executive Officer
CHD
Meridian Healthcare
Walgreens'
tender offers for I-trax's outstanding common stock and preferred stock have not
yet commenced. This document is neither an offer to purchase nor a
solicitation of an offer to sell any securities. In connection with
the tender offers, Walgreens intends to file a tender offer statement on
Schedule TO and related materials with the Securities and Exchange Commission
(the “SEC”), and I-trax will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. Investors and security holders are strongly advised
to read these documents when they become available because they will contain
important information about the tender offers and the proposed merger. Free
copies of materials, which will be filed by Walgreens and I-trax, will be
available at the SEC’s Web site at
www.sec.gov
, or with
respect to Walgreens materials, at
www.walgreens.com
,
and also will be available, without charge, by directing requests to Walgreens,
and with respect to I-trax materials, at
www.i-trax.com
, and
will also be available, without charge, by directing requests to
I-trax.
|
1.
|
Who
is buying CHD Meridian Healthcare?
|
Walgreen
Co. and I-trax, CHD Meridian’s and ProFitness Health Solutions’ parent company,
have signed a definitive agreement for Walgreens to purchase I-trax. In addition
to operating more than 6,000 retail pharmacies in 49 states, Walgreens is the
parent company of Take Care Health Systems (TCHS), managers of Take Care Health
Clinics located in Walgreens pharmacies.
|
2.
|
What
is the structure of the organization and where do CHD Meridian and
ProFitness Health Solutions fit in?
|
I-trax/CHD
Meridian Healthcare will become a wholly owned subsidiary of Walgreens and part
of a newly formed division of Walgreens focused on delivering convenient access
to high quality healthcare – the Health and Wellness Division, which will
include Take Care Health Systems.
|
3.
|
How
does this purchase tie into their
strategy?
|
Take Care
Health Systems is the foundation of Walgreens’ new Health and Wellness division
and we will join with them. The mission of Take Care Health Systems is to
provide convenient, affordable, high-quality healthcare. TCHS recognizes that
the workplace is growing in importance as a delivery channel for that care.
Walgreens is so dedicated to workplace health that in addition to acquiring us,
they are also purchasing Whole Health Management. Take Care Health, CHD Meridian
Healthcare and Whole Health will come together in this division to build a best
in class provider of high-quality, conveniently accessed
healthcare.
|
4.
|
Isn’t
Whole Health Management one of your largest competitors? Why is Walgreens
also buying them?
|
Acquiring
both organizations at the same time shows the commitment that Walgreens is
making to workplace-based healthcare. Bringing together the two leading
providers of that care and combining them with Take Care Health Systems to
create the Health and Wellness division is key to Walgreens strategy to further
their growth in the health care sector. This announcement marks an exciting
event in our industry. As CHD Meridian Healthcare already knows and has proven,
a healthy and productive workforce is a not only a competitive advantage for an
organization, it’s also its most important asset. By joining with the leading
providers of workplace-based healthcare, Take Care Health Systems will be able
to expand its mission and be an active participant in the provision of health at
the workplace.
|
5.
|
How
does this affect the current proposal/negotiations
underway?
|
This will
not impact any proposals provided by CHD Meridian Healthcare or ProFitness
Health Solutions, or any negotiations currently underway.
|
6.
|
Does
this change what we’ve been discussing with CHD Meridian Healthcare or
ProFitness Health Solutions in any
way?
|
This will
not change anything that has been discussed with CHDM. You should
gain confidence and assurance from the fact that all of the organizations
involved in this transaction are passionately committed to convenient,
accessible, clinically excellent care through all delivery channels including
the workplace and retail settings. We decided to enter into this agreement
because of that shared passion and because we believe that it will provide
access to tools and resources that will allow us to grow and support our care
model and your health center or pharmacy.
|
7.
|
How
will the organizations work together moving
forward?
|
CHD
Meridian Healthcare, Whole Health Management and Take Care Health Systems will
work together to evaluate how to best align and combine administrative and
management operations to create the strongest provider of integrated healthcare
for an employer’s proximate and non-proximate employees using all channels and
avenues available. We know that doing this will take time so we’re initially
looking at a three-month timeline to develop full integration and transition
plans. We are optimistic that we will be able to offer a broader
array of services and healthcare access points through the expanded capabilities
of this newly formed organization.
|
8.
|
How
does this merger benefit what has already been proposed to my
organization?
|
All of
the organizations involved in this transition are passionately committed to
convenient, accessible, clinically excellent care through all delivery channels
including the workplace and retail settings. We decided to enter into this
agreement because of that shared passion. As these organizations work
together to form this new division, we will be able to expand our services,
build upon best practices and create new delivery channels that will make
healthcare even more convenient and affordable.
|
9.
|
Will
my sales point of contact change?
|
Your
sales point of contact will not change. If you have any additional questions,
please contact your Account Manager.
Walgreens'
tender offers for I-trax's outstanding common stock and preferred stock have not
yet commenced. This document is neither an offer to purchase nor a
solicitation of an offer to sell any securities. In connection with
the tender offers, Walgreens intends to file a tender offer statement on
Schedule TO and related materials with the Securities and Exchange Commission
(the “SEC”), and I-trax will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. Investors and security holders are strongly advised
to read these documents when they become available because they will contain
important information about the tender offers and the proposed merger. Free
copies of materials, which will be filed by Walgreens and I-trax, will be
available at the SEC’s Web site at
www.sec.gov
, or with
respect to Walgreens materials, at
www.walgreens.com
,
and also will be available, without charge, by directing requests to Walgreens,
and with respect to I-trax materials, at
www.i-trax.com
, and
will also be available, without charge, by directing requests to
I-trax.
Doubleline Multi sector ... (AMEX:DMX)
過去 株価チャート
から 11 2024 まで 12 2024
Doubleline Multi sector ... (AMEX:DMX)
過去 株価チャート
から 12 2023 まで 12 2024
