ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. (NASDAQ:MDRX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Purchase Agreement
On August1, 2017, Allscripts Healthcare, LLC, a North Carolina limited liability company (“Purchaser”) and wholly-owned subsidiary of Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and McKesson Corporation, a Delaware corporation (“Seller Parent”), entered into a Purchase Agreement (the “Purchase Agreement”). to, and subject to the terms and conditions of, the Purchase Agreement, Purchaser will purchase (the “Acquisition”) Seller Parent’s Enterprise Information Solutions (EIS) Business (the “EIS Business”), which provides certain software solutions and services to hospitals and health systems, by acquiring all of the outstanding equity interests of two indirect, wholly-owned subsidiaries of Seller Parent that hold all of the assets of Seller Parent primarily related to the EIS Business: (i)PF2 EIS LLC, a Delaware limited liability company (the “U.S. Acquired Company”), and (ii)PF2 Enterprise Information Solutions Canada ULC, an unlimited liability corporation organized under the laws of British Columbia. The purchase price for the Acquisition will be $185million, subject to adjustments for net working capital and net debt.
Consummation of the Acquisition is subject to customary conditions, including (i)the expiration or termination of the waiting period applicable to consummation of the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1975, as amended, (ii)the absence of any law, order or injunction prohibiting the closing of the Acquisition and (iii)the accuracy of the other party’s representations, warranties, covenants and agreements (subject to customary materiality qualifiers). The Purchase Agreement may be terminated by each of Purchaser and Seller Parent under certain circumstances, including if the Acquisition is not consummated by December1, 2017. There is no financing condition to the consummation of the Acquisition.
Purchaser and Seller Parent made customary representations and warranties in the Purchase Agreement. Purchaser and Seller Parent also agreed to certain covenants in the Purchase Agreement, including covenants requiring Seller Parent to operate the EIS Business in the ordinary course prior to the consummation of the Acquisition.
Subject to certain exceptions and limitations, each party has agreed to indemnify the other for breaches of representations, warranties and covenants and for certain other matters.
The Purchase Agreement also contemplates that Seller Parent will provide certain transition services to Purchaser to a transition services agreement and that each of Seller Parent and Purchaser will license certain intellectual property to the other party to a cross license agreement.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
| Item 1.01 | Regulation FD Disclosure. |
On August3, 2017, Allscripts and Seller Parent issued a joint press release announcing the transaction described above under Item 1.01 of this Current Report on Form 8-K. A copy of the joint press release is attached hereto as Exhibit 99.1.
The information furnished to this Item shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by
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reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 1.01. | Financial Statements and Exhibits. |
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ExhibitNo. |
Description |
| 2.1 | Purchase Agreement, dated as of August1, 2017, by and between McKesson Corporation and Allscripts Healthcare, LLC. |
| 99.1 | Joint Press Release issued on August3, 2017. |
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. ExhibitEX-2.1 2 d434000dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION PURCHASE AGREEMENT by and between ALLSCRIPTS HEALTHCARE,…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.