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One Network. One Platform. One Patient.
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, platform
and product integration, the connection and movement of data among hospitals,
physicians, patients and others, merger synergies and cost savings,
client attainment of “meaningful use” and accessibility of federal
stimulus payments, enhanced competitiveness and accessing new client opportunities,
market evolution, the benefits of the combined companies’ products and
services, the availability of financing, 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; potential difficulties or delays in
achieving platform and product integration and the connection and movement of
data among hospitals, physicians, patients and others; the risk that the
contemplated financing is unavailable; 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 could 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’ and 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
Allscripts’ and Eclipsys’ 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.
This presentation includes certain financial information not derived in
accordance with generally accepted accounting principles (“GAAP”). Allscripts
believes that the presentation of this non-GAAP financial information may
be useful to investors as it provides general information regarding the proposed
business to be acquired and operated by Allscripts, assuming that the
stockholders of Allscripts approve the merger transaction and the related matters.
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