Rigrodsky & Long, P.A. Investigates Eclipsys Corporation Merger

Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Eclipsys Corporation (“Eclipsys” or the “Company”) (Nasdaq: ECLP) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Allscripts-Misys Healthcare Solutions, Inc. (“Allscripts”) in a transaction valued at approximately $1.3 billion (http://www.rigrodskylong.com/news/Eclipsys-ECLP).

Under the proposed agreement, Eclipsys shareholders will receive 1.2 shares of Allscripts for each share of Eclipsys they own, or approximately $22.10 per share based on Allscripts’ June 8, 2010 closing stock price. In addition, the transaction is subject to the completion of a secondary offering of Allscripts shares owned by Misys plc (“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’ share ownership of Allscripts prior to the closing of the merger.

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.

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’ shareholders will own approximately 37% of the combined company.

The investigation concerns whether Eclipsys’ board of directors failed to adequately shop the Company and obtain the best price possible for Eclipsys’ shareholders before entering into the agreement with Allscripts.

As recent as May 4, 2010, Eclipsys announced its first quarter 2010 financial results wherein the Company’s President and CEO, Philip M. Pead, commented: “We started 2010 with strong earnings and strong new client bookings[.] With the recent release of Sunrise Enterprise™ 5.5, we have significantly improved our competitive position and our ability to win new business in front of the growing market opportunity resulting from the American Recovery and Reinvestment Act.” Indeed, according to Yahoo! Finance, at least one analyst has set a price target for Eclipsys of $26.00 per share.

If you own the common stock of Eclipsys and purchased your shares before June 9, 2010, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.

Attorney advertising. Prior results do not guarantee a similar outcome.

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