Allscripts (NASDAQ: MDRX), the leading provider of clinical
software, information and connectivity solutions for physicians,
and Eclipsys (NASDAQ: ECLP), a leading enterprise provider of
solutions and services for hospitals and clinicians, today
announced a definitive agreement to merge in an all-stock
transaction valued at approximately $1.3 billion. The combination
of Allscripts and Eclipsys will create a clear leader in healthcare
information technology, with the most comprehensive solution
offering for healthcare organizations of every size and setting.
Under terms of the merger agreement, Eclipsys stockholders will
receive 1.2 shares of Allscripts for each share of Eclipsys, a 19
percent premium based on the June 8th closing price.
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.
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.
One Company Best Positioned to Drive Transformation
“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.
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.
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.”
Growth in Electronic Health Record adoption has been accelerated
by hospitals and health systems offering to support and subsidize
the technology for affiliated physicians, under the Stark Law safe
harbor. For example, North Shore Long Island Jewish Health System
recently announced it would subsidize up to 85 percent of the cost
of implementing the Allscripts Electronic Health Record for over
7,000 affiliated physicians in New York City and Long Island. North
Shore-LIJ’s hospitals currently utilize the Eclipsys Sunrise
Enterprise suite of solutions as well as the Allscripts Emergency
Department and Care Management solutions.
Mr. Tullman continued, “Many health systems are following North
Shore-LIJ’s example, providing electronic health records to their
affiliated physicians. The combination of Allscripts and Eclipsys
creates a ‘hub’ of large and well respected hospitals that will
accelerate connection to 50,000 practices using Allscripts
solutions, the largest base of physician users of any healthcare IT
company. By leveraging our collective footprint, industry-leading
products and strong focus on interoperability, the combined company
will facilitate better communication between hospitals and
physicians and create a new model and a new way of thinking about
health based on information and connectivity.”
One Company to Deliver a Single Patient Record
"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.”
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.
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.
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.”
Transaction Highlights
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 initally consist of a combination of the
current directors of Allscripts and Eclipsys.
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.
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.
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.
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.
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.
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.
Highlights of Secondary Offering and Share Buyback of
Allscripts Shares owned by Misys
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.
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.
Allscripts Exceeds Bookings Guidance for the Fourth Quarter
of Fiscal 2010; Affirms High-End of Revenue and Earnings Guidance
for Fiscal Year
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.
Conference Call and Web Cast Information
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:
- Online: All interested parties
are welcome to attend the live webcast, which will be hosted
through each company’s respective website:
http://investor.allscripts.com and http://investors.eclipsys.com.
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.
Multi-Media Information
More information about the combined company is available at
www.OneAllscriptsEclipsys.com. Materials on the microsite
include:
- A video interview with Glen
Tullman, Chief Executive Officer of Allscripts, and Phil Pead,
Chief Executive Officer of Eclipsys
- An FAQ explaining the details of
the transaction
- A fact sheet providing details
on the combined company
- Print and web-ready
graphics
- Photos and biographies of
Allscripts and Eclipsys executives
Explanation of Non-GAAP Financial Measures
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.
About Allscripts
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.
About Eclipsys
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.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication is being made in respect
of the proposed merger transaction involving Allscripts-Misys
Healthcare Solutions, Inc. (“Allscripts”) and Eclipsys Corporation
(“Eclipsys”). In connection with the proposed transaction,
Allscripts will file with the SEC a registration statement on Form
S-4 and Allscripts and Eclipsys will mail a joint proxy
statement/prospectus/information statement to their respective
stockholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY IN THEIR
ENTIRETY THE JOINT PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED BY ALLSCRIPTS OR ECLIPSYS WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The final joint proxy
statement/prospectus/information statement will be mailed to
Allscripts’ and Eclipsys’ stockholders. Investors and stockholders
of Allscripts and Eclipsys will be able to obtain a free copy of
the joint proxy statement/prospectus/information statement, as well
as other filings containing information about Allscripts and
Eclipsys, without charge, at the website maintained by the SEC
(http://www.sec.gov). Copies of the joint proxy
statement/prospectus/information statement and the filings with the
SEC that will be incorporated by reference in the joint proxy
statement/prospectus/information statement can also be obtained,
without charge, on the investor relations portion of Allscripts’
website (www.allscripts.com)
or the investor relations portion of Eclipsys’ website
(www.eclipsys.com) or by
directing a request to Allscripts’ Investor Relations Department at
222 Merchandise Mart Plaza, Suite 2024, Chicago, IL 60654, or
312-506-1213, or to Eclipsys’ Investor Relations Department at
Three Ravinia Drive, Atlanta, GA, 30346, or 404-847-5965.
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.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws. Statements regarding
the benefits of the proposed transaction, including future
financial and operating results, the combined company’s plans,
objectives, expectations and intentions, future events,
developments, future performance, as well as management’s
expectations, beliefs, intentions, plans, estimates or projections
relating to the future are forward-looking statements within the
meaning of these laws. These forward-looking statements are subject
to a number of risks and uncertainties, some of which are outlined
below. As a result, no assurances can be given that any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do so, what impact they will have on
the results of operations or financial condition of Allscripts,
Eclipsys or the combined company or the proposed transaction.
Such risks, uncertainties and other factors include, among other
things: the ability to obtain governmental approvals of the merger
on the proposed terms and schedule contemplated by the parties; the
failure of Eclipsys’ stockholders to approve the Merger Agreement;
the failure of Allscripts’ stockholders to approve the issuance of
shares in the merger; the possibility that the proposed transaction
does not close, including due to the failure to satisfy the closing
conditions; the possibility that the expected synergies,
efficiencies and cost savings of the proposed transaction will not
be realized, or will not be realized within the expected time
period; the risk that the Allscripts and Eclipsys businesses will
not be integrated successfully; disruption from the proposed
transaction making it more difficult to maintain business and
operational relationships; competition within the industries in
which Allscripts and Eclipsys operate; failure to achieve
certification under the Health Information Technology for Economic
and Clinical Health Act could result in increased development
costs, a breach of some customer obligations and put Allscripts and
Eclipsys at a competitive disadvantage in the marketplace;
unexpected requirements to achieve interoperability certification
pursuant to the Certification Commission for Healthcare Information
Technology could result in increased development and other costs
for Allscripts and Eclipsys; the volume and timing of systems sales
and installations, the length of sales cycles and the installation
process and the possibility that Allscripts’ and Eclipsys’ products
will not achieve or sustain market acceptance; the timing, cost and
success or failure of new product and service introductions,
development and product upgrade releases; competitive pressures
including product offerings, pricing and promotional activities;
Allscripts’ and Eclipsys’ ability to establish and maintain
strategic relationships; undetected errors or similar problems in
Allscripts’ and Eclipsys’ software products; the outcome of any
legal proceeding that has been or may be instituted against
Allscripts, Misys plc or Eclipsys and others; compliance with
existing laws, regulations and industry initiatives and future
changes in laws or regulations in the healthcare industry,
including possible regulation of Allscripts’ or Eclipsys’ software
by the U.S. Food and Drug Administration; the possibility of
product-related liabilities; Allscripts’ and Eclipsys’ ability to
attract and retain qualified personnel; the implementation and
speed of acceptance of the electronic record provisions of the
American Recovery and Reinvestment Act of 2009; maintaining
Allscripts’ and Eclipsys’ intellectual property rights and
litigation involving intellectual property rights; risks related to
third-party suppliers and Allscripts’ and Eclipsys’ ability to
obtain, use or successfully integrate third-party licensed
technology; and breach of Allscripts’ or Eclipsys’ security by
third parties. See Allscripts’ and Eclipsys’ Annual Reports on Form
10-K and Annual Reports to Stockholders for the fiscal years ended
May 31, 2009 and December 31, 2009, respectively, and other public
filings with the SEC for a further discussion of these and other
risks and uncertainties applicable to their respective businesses.
The statements herein speak only as of their date and neither
Allscripts nor Eclipsys undertakes any duty to update any
forward-looking statement whether as a result of new information,
future events or changes in their respective expectations.
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