ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. (NASDAQ:MDRX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 7.01.Completion of Acquisition or Disposition of Assets
EIS Business Acquisition
On October 2, 2017, Allscripts Healthcare, LLC, a North Carolina limited liability company (“Purchaser”) and wholly-owned subsidiary of Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”, “we”, “us” and “our”), completed the transactions contemplated by a purchase agreement (the “Purchase Agreement”) with McKesson Corporation, a Delaware corporation (“McKesson”), to which Purchaser purchased McKesson’s Enterprise Information Solutions (EIS) Business division (the “EIS Business”) by acquiring all of the outstanding equity interests of two indirect, wholly-owned subsidiaries of McKesson: (i) PF2 EIS LLC, a Delaware limited liability company, and (ii) PF2 Enterprise Information Solutions Canada ULC, an unlimited liability corporation organized under the laws of British Columbia. Purchaser paid to McKesson $185 million as consideration for the EIS Business. The purchase price is subject to adjustments for net working capital and net debt.
As contemplated by the Purchase Agreement, McKesson and Purchaser also entered into a transition services agreement, to which McKesson will provide certain transition services to Purchaser, and a cross license agreement, to which each of McKesson and Purchaser will license certain intellectual property to the other party.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to our Form 8-K filed with the Securities and Exchange Commission on August 4, 2017, which is incorporated herein by reference.
Item 7.01.Regulation FD Disclosure
On October 2, 2017, Allscripts issued a press release announcing the closing of the transaction described above under Item 7.01. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.
Forward-Looking Statements and Risk Factors
This Current Report on Form 8-K, including the press release referenced herein, contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact or pattern. Forward-looking statements can also be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance. Actual results could differ significantly from those set forth in the forward-looking statements, and reported results should not be considered an indication of future performance. Certain factors that could cause our actual results to differ materially from those described in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (our “Form 10-K”) under the heading “Risk Factors” and elsewhere. The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Part I, Item 1, “Financial Statements (unaudited)” in our Form 10-Q for the quarterly period ended June 30, 2017 filed with the Securities and Exchange Commission, as well as our Form 10-K. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Our business, financial condition, operating results and stock price can be materially and adversely affected by a number of factors, whether currently known or unknown, including, but not limited to, those described below. Any one or more of such factors, some of which are outside of our control, could directly or indirectly cause our actual financial condition and operating results to vary materially from our past or anticipated future financial condition or operating results.
Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Our acquisition of the EIS Business is subject to material risks and uncertainties
The success of our acquisition of the EIS Business will depend, in part, on our ability to achieve the expected benefits of the acquisition and to integrate our existing businesses with the EIS Business, including the integration of products and technologies. This integration will be complex, costly and time-consuming and will involve numerous risks, including, but not limited to, unanticipated expenses and the diversion of financial, managerial, and other resources from both our existing operations and those of the EIS Business. If we fail to successfully integrate the EIS Business, we may not be able to achieve projected results or support the amount of consideration paid for the EIS Business, which could materially and adversely impact our business, financial condition and operating results. In addition, as previously announced by McKesson, the Horizon Clinicals product line of the EIS Business will be sunset in March 2018. The transition away from the Horizon Clinicals product line may involve anticipated and unanticipated costs and liabilities, including severance costs, customer attrition and customer claims relating to such transition, any of which could materially and adversely impact our business, financial condition and operating results.
In addition, as previously announced by McKesson, the EIS Business is subject to a May 2017 civil investigative demand (CID) from the U.S. Attorney’s Office for the Eastern District of New York. The CID requests documents and information related to the certification McKesson obtained in connection with the U.S. Department of Health and Human Services’ Electronic Health Record Incentive Program. In our purchase agreement with McKesson, McKesson has agreed, with respect to the CID, to indemnify Allscripts for amounts paid or payable to the government (or any private relator) involving any products or services marketed, sold or licensed by the EIS Business as of or prior to the closing of the transactions contemplated by the purchase agreement. If the CID results in non-monetary relief, significant compliance or litigation costs, or any losses to Allscripts that are not covered by the indemnification from McKesson, such relief, costs or losses could materially and adversely impact our business, financial condition and operating results.
Item 7.01.Financial Statements and Exhibits.
(a)Financial statements of businesses acquired.
As permitted by Item 7.01(a)(4) of Form 8-K, Allscripts intends to file the historical financial statements required by Item 7.01(a) of Form 8-K as an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. to authority in Rule 3-13 of Regulation S-K, the staff of the Securities and Exchange Commission will not object if Allscripts files audited abbreviated statements of assets acquired and liabilities assumed and of revenues and direct expenses (“Abbreviated Financial Statements”), in satisfaction of the requirements of Rule 3-05 of Regulation S-X, and is also permitting Allscripts to file two years of audited Abbreviated Financial Statements in lieu of the three years otherwise required under Rule 3-05 of Regulation S-X.
(b)Pro formafinancial information.
As permitted by Item 7.01(b)(2) of Form 8-K, Allscripts intends to file the pro forma financial information required by Item 7.01(b) of Form 8-K as an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. The pro forma financial information will be prepared using the Abbreviated Financial Statements.
(d)Exhibits
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. ExhibitEX-99.1 2 mdrx-ex991_6.htm EX-99.1 mdrx-ex991_6.htm Exhibit 99.1 Allscripts closes acquisition of McKesson’s Enterprise Information Solutions business Global healthcare leader adds Paragon and other solutions,…To view the full exhibit click here
About ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. (NASDAQ:MDRX)
Allscripts Healthcare Solutions, Inc. delivers information technology (IT) and services to help healthcare organizations in clinical, financial and operational results. The Company operates through two segments: Clinical and Financial Solutions, and Population Health. The Clinical and Financial Solutions segment includes the sale of integrated clinical software applications and financial and information solutions, which primarily include electronic health record (EHR)-related software, financial and practice management software, related installation, support and maintenance, outsourcing, hosting, revenue cycle management, training and electronic claims administration services. Its Population Health segment includes sale of health management and coordinated care solutions that are focused on hospitals, health systems, other care facilities and accountable care organizations. These solutions enable clients to connect, transition, analyze, and coordinate care across the care community.