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FOR IMMEDIATE RELEASE
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INVESTOR CONTACT: PRESS CONTACT: HSDC CONTACT:
Perot Systems Corporation Perot Systems Corporation Health Systems Design Corporation
John Lyon Kim Testa Chris Ohman
phone: (972) 340-6132 phone: (972) 340-6727 phone: (510) 251-1330
fax: (972) 340-6100 fax: (972) 340-6788 fax: (510) 251-1326
[email protected] [email protected] [email protected]
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[PEROTSYSTEMS LOGO]
Perot Systems Corporation
12404 Park Central Drive
Dallas, Texas 75251 PEROT SYSTEMS TO ACQUIRE HEALTH SYSTEMS DESIGN
972.340.5000 Perot Systems Will Add New Product Capabilities and Expand
Healthcare Payor Market Presence
[HEALTH HSDC Gains Financial Strength and Broad New Service Offerings
SYSTEMS DESIGN LOGO]
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Dallas, TX and Oakland, CA - October 19, 2000 - Perot Systems
Corporation (NYSE: PER) and Health Systems Design Corporation (NASDAQ:
HSDC) today announced that they have entered into a definitive
agreement whereby Perot Systems will acquire HSDC for $2 per share
in an all cash transaction.
Perot Systems will add HSDC's DIAMOND-Registered Trademark- healthcare
payor enterprise software solutions to its portfolio of
payor services. The comprehensive functionality of the DIAMOND
software will provide another valuable tool for Perot Systems to
use in assisting healthcare customers with innovative
technology-based solutions.
HSDC will operate as a subsidiary of Perot Systems, continuing to
offer the leading-edge DIAMOND technology on a turnkey basis to the
healthcare payor market. Additionally, it will be offered as part of
Perot Systems' service offerings in an ASP (Application Service
Provider) or outsourcing environment.
"Perot Systems-Registered Trademark- Digital Health Plan-TM-
Internet technology will be integrated with DIAMOND, and our HIPAA
(Health Insurance Portability and Accountability Act) consulting
practice will ensure the ability of current and future DIAMOND
clients to meet the demands of HIPAA," said Chuck Lyles, director
of Perot Systems' healthcare operations. "This strategic move will
complement our existing initiatives and service offerings, including
our work with other enterprise solutions."
"In complex markets, like healthcare finance and administration, the
technology, products, and services markets are converging," said
Randall Booth, vice president of Perot Systems and general manager of
its Healthcare Services Group. "Through this acquisition, we saw a
unique opportunity for our healthcare payor group to combine its
custom Internet solutions and services with the enterprise
applications of a market leader. The streamlined transaction flow,
increased automation, and customer service capabilities found in this
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Perot System Acquires Health Systems Design Page 2
integrated offering will help payors expand markets share,
while continuing to drive significant back-office efficiencies."
"This combination gives HSDC access to capital,
exceptional development resources, and deep healthcare payor
expertise. It will allow HSDC to offer a broad array of services
and accelerate delivery of Internet connectivity, HIPAA remediation,
and broader product functionality," said Arthur M. Southam, MD,
president and CEO of HSDC. "HSDC's customers and prospects will
benefit from Perot Systems' track record of delivering
outstanding results to clients. Perot Systems augments our product
expertise and provides our combined organization with both excellent
market opportunities and outstanding delivery capabilities."
"One of my objectives for Perot Systems is to use our financial
resources in a focused manner to strengthen our position in
the marketplace," said Ross Perot, Jr., president and CEO of Perot
Systems. "This investment not only demonstrates our commitment to
providing robust solutions to clients, but illustrates our commitment
to invest in strategic areas that will create growth opportunities and
value for our shareholders."
Synergies between Perot Systems and HSDC will be realized by
leveraging Perot Systems' capabilities to accelerate product
development in areas such as HIPAA, ASP, Internet-enabled solutions,
and integrated solution sets. These added capabilities will also
permit the delivery of all product sets and services within a
substantially improved cost structure. Perot Systems expects that the
acquisition will be EPS (Earnings Per Share) neutral in 2001 and
EPS accretive beginning in 2002.
The holders of approximately 57% of the outstanding voting securities
of HSDC have agreed to vote in favor of the transaction. The
consummation of the transaction is subject to customary
conditions.
ABOUT PEROT SYSTEMS
Perot Systems Corporation is a worldwide provider of information
technology services and business solutions. Through its integrated
service offering, Perot Systems delivers end-to-end solutions that
address all aspects of strategy, systems and infrastructure, enabling
clients to accelerate growth, streamline operations, and create new
levels of customer value. Headquartered in Dallas, Texas, Perot
Systems reported 1999 revenue of $1.1 billion. The company has more
than 7,500 Associates located in the United States, Europe, and Asia.
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Perot System Acquires Health Systems Design Page 3
Additional information on Perot Systems is available at
http://www.perotsystems.com.
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ABOUT HEALTH SYSTEMS DESIGN
Health Systems Design, with headquarters in Oakland, California is a
leading provider of information systems solutions for organizations
that administer health benefits. The DIAMOND software manages large
and complex databases and the high volume complex transactions
associated with the administration of health benefits and provider
payments. The company's software and services allow clients to control
costs and improve the service they provide to their members. HSDC's
119 licenses include health insurers, Health Maintenance Organizations
(HMO's), Preferred Provider Organizations (PPO's), Third-Party
Administrators (TPAs), and provider organizations, including some of
the nation's largest health plans.
HSDC was founded in 1988 and has traded on the NASDAQ National Market
since its initial public offering in 1996. Additional information on
Health Systems Design is available at http://www.hsdc.com.
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Statements contained within this press release may contain
forward-looking statements, which involve risks and uncertainties that
may cause actual results to vary from those contained in the
forward-looking statements. In some cases, you can identify such
forward-looking statements by terminology such as "may," "will,"
"could," "forecasts," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue." In evaluating all
forward-looking statements, you should specifically consider various
factors that may cause actual results to vary from those contained in
the forward-looking statements, such as: the loss of major clients;
Perot Systems' and Health System Design's ability to achieve
future sales; changes in its relationship and variability of revenue
and expense associated with Perot Systems' largest customer; the
loss of key personnel; risks associated with establishing and growing
start-up businesses; the highly competitive market in which Perot
Systems and Health Systems Design operate; the variability of
quarterly operating results; changes in technology; risks related to
international operations. Please refer to the Perot Systems Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, and
the Health System Design Annual Report on Form 10-K for the fiscal
year ended September 30, 1999, as filed with the U.S. Securities and
Exchange Commission and available at www.sec.gov, for additional
information regarding risk factors. Perot Systems and Health
Systems Design disclaim any intention or obligation to revise any
forward-looking statements whether as a result of new information,
future developments, or otherwise.
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