WILMINGTON, Del.–(Business Wire)–
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
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
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.
Rigrodsky & Long, P.A.
Seth D. Rigrodsky, Esquire
Noah R. Wortman, Case Development Director
Fax: (302) 654-9430
Copyright Business Wire 2010