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Filed by AHT Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12 Under the
Exchange Act of 1934
Subject Company: AHT Corporation
(Commission File No. 0-21209)
BIOSHIELD(TM) TECHNOLOGIES, INC. TO ACQUIRE AHT CORPORATION AND TO INTEGRATE
AHT INTO ITS EMD.COM INTERNET HEALTHCARE SUBSIDIARY
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THE COMBINED ENTITY TO OFFER COMPREHENSIVE INTERNET
CLINICAL TRANSACTION SERVICES
ATLANTA, GA AND TARRYTOWN, NY, JULY 3, 2000 - BioShield(TM) Technologies, Inc.
(Nasdaq: BSTI) has entered into an agreement to acquire, through a wholly-owned
subsidiary, AHT Corporation (Nasdaq: AHTC), a national provider of
Internet-based e-commerce solutions for clinical laboratories, pharmacy benefit
managers (PBMs), pharmacies and physicians. Upon completion of the merger
transaction, BioShield(TM) will integrate AHT's business-to-business laboratory
and prescription transaction management operations with its eMD.com Internet
healthcare subsidiary to create one of the industry's leading e-healthcare
companies. eMD.com provides an Internet service for physicians, other health
providers, and patients to assist in improving patient care, service and
satisfaction. The transaction has been structured as a stock-for-stock merger,
which calls for BioShield(TM) to exchange, subject to certain collar protections
discussed below, $1.75 worth of BioShield(TM) Common Stock for each outstanding
share of AHT Common Stock.
Tim Moses, Chairman, CEO and President of BioShield(TM), commented, "Integrating
AHT's leading-edge clinical e-commerce solutions into eMD.com will, we believe,
create an Internet service for healthcare that will have uncommon depth and
substance and provide significant added value to our physician and office staff
members, our transaction partners, and our shareholders."
"This combination leverages each company's strengths in the high-growth
Internet healthcare sector," stated Jon Edelson, M.D., Chairman, CEO and
President of AHT Corporation. "Scale, substance, and capital are the ingredients
necessary to succeed in this industry. We believe scale will be achieved by
combining eMD.com's Internet platform and member base with AHT's e-tools and
customers. We expect that the combined eMD.com and AHT product offerings will
provide immediate value to their users in improving workflow. It is this value
that drives adoption, usage, and, ultimately, the combined entity's success."
eMD.com has contracts to provide its online facilities to approximately 9,000
physicians. AHT has contracts with the nation's two largest PBMs accounting
together for over 100 million covered lives; two of the nation's largest
e-pharmacies; and approximately 60 national, regional and hospital clinical
laboratories, including some of the nation's largest and most prominent
laboratories.
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The combined entity will offer a full suite of e-tools to manage laboratory
orders/results and prescriptions in the physician's office. These clinical
events occur with almost every patient visit and collectively account for
approximately 4 billion transactions each year. In addition to its Internet
laboratory management tool, Dr. Chart(R) Web, the combined entity will offer a
comprehensive suite of Internet-based point of care medication management tools
for electronic prescription writing, prescription fulfillment and pharmaceutical
care services, such as patient education and compliance management programs.
These tools and services will be supported by a "24x7" call center staffed by
physicians, pharmacists and other professionals.
The combined entity's clinical transaction tools are expected to improve
physicians' and other healthcare providers' daily workflow by reducing the need
to handle paper and telephone calls, while improving access to vital clinical
information in a timely fashion. These e-tools will also automate order entry
from the point of care and results delivery for the laboratory and the
prescription transaction process for PBMs and pharmacies. This automation is
expected to lower costs by reducing paper handling and telephone calls generated
by manual processing. The combined entity will focus its revenue base on
recurring transaction fees paid to it by its business trading partners,
including the PBMs, pharmacies and clinical laboratories, and will complement
this revenue base with software, maintenance, and interface fee revenues it
expects to continue to generate.
AHT's two core products, @Rx(TM) and Dr. Chart(R) Web, will be integrated into
eMD.com's product offerings. @Rx(TM) offers physicians a state-of-the-art,
secure electronic prescription management system that enables them to write new
and renewal prescriptions, review patient medication histories, screen
prescriptions for drug interactions and formulary compliance, print
prescriptions and educational material for patients, and send prescriptions
electronically for fulfillment at participating pharmacies. eMD.com will also
benefit from AHT's two issued U.S. patents on the process of electronic
prescription management. Dr. Chart(R) Web allows physicians to review laboratory
results, chart laboratory test results, order new tests, and screen new orders
for compliance with Medicare Medical necessity guidelines.
TRANSACTION TERMS
The exchange ratio of the stock-for-stock merger is subject to a collar
protection and will be determined based on the following:
The number of shares of BioShield(TM) Common Stock to be issued to AHT
shareholders will fluctuate within the collar so that AHT shareholders
receive $1.75 worth of BioShield(TM) Common Stock if the average closing
trading price of BioShield(TM) Common Stock, as determined in accordance
with the merger agreement, is between $6.00 and $18.00 per share.
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* The exchange ratio outside of the collar will be fixed. AHT shareholders
will receive .29167 BioShield(TM) shares for each AHT share if the
BioShield(TM) stock price is $6.00 or less and .09722 BioShield(TM) shares
if the BioShield(TM) stock price is $18.00 or above.
* The transaction is valued at approximately $20 million, based on AHT's
current number of outstanding shares of Common Stock. Upon consummation of
the merger, AHT will be merged into and will become a wholly-owned
subsidiary of BioShield(TM).
* The merger is subject to a number of conditions, including the approval by
shareholders of BioShield(TM) and AHT, and is expected to close on or about
September 30, 2000.
CONFERENCE CALL TO REVIEW TRANSACTION
BioShield(TM) and AHT will host a conference call Wednesday, July 5, at 11 am
Eastern time to discuss the transaction. The dial-in number for the call is
800-553-2197 (domestic callers) and 303-267-1007 (international callers). The
conference ID # is 759593. The replay of the call will be available through July
21. The number for the replay is 800-625-5288 (domestic callers) and
303-804-1855 (international callers); the same conference ID # applies for the
replay. The "live" call and the replay will be Web cast on the Web sites of
eMD.com (www.emd.com) and AHT (www.ahtech.com).
BioShield(TM) Technologies' (Nasdaq: BSTI) core businesses include three
divisions that primarily provide the company's core antimicrobial and biostatic
products to different vertical markets. The fourth division of BioShield(TM) is
eMD.com, an Internet healthcare company. For more information, please visit
eMD.com's Web site at www.emd.com.
AHT Corporation (Nasdaq: AHTC) is a leading national provider of Internet-based
healthcare e-commerce among physicians, other healthcare providers and
healthcare organizations. The Company provides information technology enabling
the electronic management of laboratory and prescription transactions. AHT's
customer base is comprised of some of the nation's leading hospital systems,
national and regional laboratories, pharmacy benefit managers and pharmacies.
For more information, please visit AHT's Web site at www.ahtech.com.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING INFORMATION REGARDING AHT
CORPORATION AND BIOSHIELD(TM) TECHNOLOGIES, INC., INCLUDING ITS WHOLLY-OWNED
SUBSIDIARY EMD.COM. THE FORWARD-LOOKING STATEMENTS ARE MADE PURSUANT TO THE
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS AS TO INDUSTRY TRENDS, FUTURE
ECONOMIC PERFORMANCE, ANTICIPATED PROFITABILITY, ANTICIPATED REVENUES AND
EXPENSES, ANTICIPATED TRANSACTIONS AND CLOSING DATES FOR SUCH TRANSACTIONS,
PLANNED PRODUCT DEVELOPMENT, AND PRODUCTS OR SERVICE LINE GROWTH MAY BE
SIGNIFICANTLY IMPACTED BY CERTAIN RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT
LIMITED TO, FAILURE OF THE CLINICAL E-COMMERCE INDUSTRY TO DEVELOP AT
ANTICIPATED RATES, FAILURE OF THE COMPANIES' CLINICAL INFORMATION
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TECHNOLOGY PRODUCTS AND SERVICES AND PLANNED PRODUCTS AND SERVICES TO BE TIMELY
DEVELOPED OR TO GAIN SIGNIFICANT MARKET ACCEPTANCE, DELAYS IN CUSTOMER
ACCEPTANCE OF THE COMPANIES' SOFTWARE, COMPETITION AND OTHER ECONOMIC FACTORS.
IN ADDITION, ANY STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT STATEMENTS OF
HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, WORDS SUCH AS "MAY," "WILL,"
"EXPECT," "BELIEVE," "ANTICIPATE," "INTEND," "COULD," "WOULD," "ESTIMATE," OR
"CONTINUE," OR THE NEGATIVE OTHER VARIATIONS THEREOF OR COMPATIBLE TERMINOLOGY
ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE HEREOF, AND THE COMPANIES DISCLAIM ANY
INTENTION OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS IN THE
FUTURE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN ANY FORWARD-LOOKING STATEMENTS, ALL OF WHICH ARE DIFFICULT TO
PREDICT AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANIES, INCLUDING
AREAS SUCH AS: DEVELOPING TECHNOLOGIES; DEPENDENCE ON COLLABORATIVE PARTNERS;
THE INHERENT COMPLEXITY AND UNCERTAINTY REGARDING THE DEVELOPMENT OF PRODUCTS;
THE EARLY-STAGE DEVELOPMENT OF BIOSHIELD(TM) AND EMD.COM; THE RESULT OF
RESEARCH AND DEVELOPMENT EFFORTS; FUTURE CAPITAL NEEDS; UNCERTAINTY OF
ADDITIONAL FUNDING; AND GOVERNMENT REGULATIONS. ADDITIONAL RISKS AND
UNCERTAINTIES ARE DESCRIBED IN PUBLIC FILINGS OF AHT AND BIOSHIELD(TM) WITH THE
SECURITIES AND EXCHANGE COMMISSION.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the merger, BioShield plans to file with the SEC a
registration statement on Form S-4 and BioShield and AHT expect to mail a joint
proxy statement/prospectus, which will be part of the registration statement, to
shareholders of BioShield and AHT containing information about the merger.
Shareholders of BioShield and AHT are urged to read the joint proxy
statement/prospectus included in the registration statement when it is filed and
any other relevant documents filed with the SEC. The joint proxy
statement/prospectus will contain important information about BioShield, AHT,
the merger, the persons soliciting proxies related to the merger, and related
matters that should be considered by shareholders before making any decision
regarding the merger and related transactions. Once they are filed with the SEC,
the registration statement and other documents will be available free of charge
on the SEC website at www.sec.gov and from the BioShield and AHT contacts listed
below.
In addition to the registration statement and the joint proxy
statement/prospectus, BioShield and AHT file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by BioShield or AHT at
the SEC Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
or at any of the SEC's other public reference rooms in New York and Chicago.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. BioShield's and AHT's filings with the commission are also
available free of charge to the public from commercial document-retrieval
services and at the website maintained by the SEC at http://www.sec.gov. These
documents may also be obtained from the BioShield and AHT contacts listed below.
PERSONS INVOLVED IN THE SOLICITATION ON BEHALF OF AHT
In connection with the proposed merger, AHT will solicit proxies from its
shareholders to approve the merger. AHT and its officers and directors may be
deemed to be participants in the solicitation of proxies from AHT's shareholders
with respect to the merger. The members of AHT's Board of Directors are Arthur
M. Southam, M.D., James T. Carney, Barry Kurokawa, Jonathan Edelson, M.D. and
Robert J. Alger. Officers of AHT who may participate in the solicitation of
proxies are Jonathan Edelson, M.D, Chairman, Chief Executive Officer and
President, Robert J. Alger, Executive Vice President and Chief Information
Officer, Jeffrey M. Sauerhoff, Chief Financial Officer, Eddy W. Friedfeld,
Senior Vice President - Business & Legal Affairs, General Counsel and Secretary
and Arthur Dague, Director, Investor Relations and Communications. Information
regarding certain of these officers and directors and their affiliations is
included in AHT's Annual Report on Form 10-K for the year ended December 31,
1999. This document is available free of charge at the SEC's website at
www.sec.gov and from the AHT contact listed below.
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Certain officers and directors of AHT may have direct or indirect interests in
the merger by virtue of their security holdings or otherwise that are different
from or in addition to the interests of AHT shareholders. Specifically, some
officers of AHT will be entitled to severance payments and accelerated vesting
of options if they are terminated after completion of the merger. Also, officers
and directors of AHT will continue to be indemnified for, and benefit from
insurance coverage for, liabilities that may arise from their service as
officers and directors of AHT prior to the merger.
PERSONS INVOLVED IN THE SOLICITATION ON BEHALF OF BIOSHIELD(TM)
In connection with the proposed merger, BioShield will solicit proxies from its
shareholders to approve the issuance of BioShield Common Stock. BioShield and
its officers and directors may be deemed to be participants in the solicitation
of proxies from BioShield's shareholders. The members of BioShield's Board of
Directors are Timothy C. Moses, Jacques Elfersy, Carl T. Garner, Edward Miller
and Martin Savarick. Officers of BioShield who may participate in the
solicitation of proxies are Timothy C. Moses, Chairman, President and Chief
Executive Officer and Scott Parliament, Chief Financial Officer. Information
regarding these officers and directors and their affiliations is included in
BioShield's Annual Report on Form 10-KSB for the year fiscal ended June 30,
1999. This document is available free of charge at the SEC's Web site at
www.sec.gov and from the BioShield contacts listed below.
CONTACTS:
BIOSHIELD(TM) TECHNOLOGIES, INC.
Scott Parliament
Chief Financial Officer, BioShield(TM) and eMD.com
Geoffrey Faux
President, eMD.com
770/246-2000
AHT CORPORATION
Arthur Dague
Director, Investor Relations and Communications
914/524-4783
[email protected]
