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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 1
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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OACIS HEALTHCARE HOLDINGS CORP.
(Name of Subject Company)
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OACIS HEALTHCARE HOLDINGS CORP.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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00175167107510
(CUSIP Number of Class of Securities)
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JIM MCCORD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OACIS HEALTHCARE HOLDINGS CORP.
1101 FIFTH AVENUE, SUITE 200
SAN RAFAEL, CA 94901
(415) 482-4400
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
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Copies to:
KENNETH L. GUERNSEY, ESQ.
KARYN R. SMITH, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA
20TH FLOOR
SAN FRANCISCO, CA 94111-3580
(415) 693-2000
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This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission (the "Commission") on February 26, 1999 by Oacis Healthcare
Holdings Corp., a Delaware corporation (the "Company") (the "Schedule 14D-9").
The Schedule 14D-9 was filed in connection with the tender offer made by Science
Applications International Corporation, a Delaware corporation ("Parent"), and
Oscar Acquisition Corporation., a Delaware corporation ("Purchaser"), to
purchase all of the shares of common stock of the Company at a price of $4.45
per share, net to the seller in cash (subject to applicable withholding of
taxes), without any interest, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase dated February 26, 1999, and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Capitalized terms used and not
defined herein shall have the meanings given to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The fifth full paragraph on page 13 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following to the end thereof:
Covington, however, does not make any recommendation to any of the Company's
stockholders (or to any other person or entity) as to whether the merger is in
such stockholder's best interests.
The Covington Opinion is addressed solely to the Company Board in
connection with their review and evaluation of the merger and neither the
Covington Opinion nor Covington's underlying financial analysis may be relied
upon by any person other than the directors (in their capacity as members of the
Company Board) without the prior written consent of Covington. accordingly, no
stockholder of the Company may rely or allege any reliance on the Covington
Opinion in connection with such stockholder's consideration of the merits of the
merger or otherwise. Covington believes that, under the terms of its engagement
letter with the Company, its duties in connection with the Covington Opinion are
solely to the Company Board, and it expressly disclaims any legal responsibility
to any other persons, including the Company's stockholders, under California
State Law. The terms of Covington's Engagement Letter with the Company, entered
into on July 24, 1998, was amended on March 12, 1999 to expressly provide for
such express disclaimer and for the choice of California State Law as the law
governing such engagement letter. Covington has advised the Company that it
intends to assert such disclaimer as a defense to any claims that might be
brought against it by any stockholder of the Company with respect to the
Covington Opinion. However, since no California State Court has definitively
ruled on the availability to a financial advisor of an express disclaimer as a
defense to shareholder liability with respect to its fairness opinion, this
issue necessarily would have to be resolved by a court of competent
jurisdiction. In any event, the availability or non-availability of such a
defense will have no effect on Covington's rights and responsibilities under the
Federal Securities Laws, or the rights and responsibilities of the Company Board
under governing state law or under the federal securities laws.
The capitalized text in the first full paragraph on page 14 of Schedule
14D-9 is hereby amended and supplemented by adding the following to the end
thereof:
COVINGTON, HOWEVER, DOES NOT MAKE ANY RECOMMENDATION TO ANY OF THE COMPANY'S
STOCKHOLDERS (OR TO ANY OTHER PERSON OR ENTITY) AS TO WHETHER THE MERGER IS IN
SUCH STOCKHOLDER'S BEST INTERESTS.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The second sentence in the second full paragraph on page 14 of the
Schedule 14D-9 is hereby amended to insert the following after the words
"Pursuant to a letter agreement dated July 24, 1998,":
as amended on March 12, 1999,
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 6 of Item 9 of the Schedule 14D-9 is hereby deleted in its
entirety and the attached exhibit is inserted in lieu thereof:
Exhibit 6: Opinion, dated February 20, 1999 of Covington Associates.*
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* Included in copies of Schedule 14D-9 mailed to stockholders.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
OACIS HEALTHCARE HOLDINGS CORP.
By: /s/ Stephen Ghiglieri
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Name: Stephen Ghiglieri
Title: Vice President of Finance and
Administration, Chief Financial
Officer
Dated: March 16, 1999
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EXHIBIT INDEX
Exhibit
No. Description
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99.6 Opinion of Covington Associates
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EXHIBIT 99.6
[Letterhead of Covington Associates LLC]
IT IS UNDERSTOOD THAT THIS LETTER IS FOR THE INFORMATION OF THE BOARD OF
DIRECTORS OF OACIS HEALTHCARE HOLDINGS CORP. ONLY AND MAY NOT BE USED FOR ANY
OTHER PURPOSE, REPRODUCED, SUMMARIZED, DESCRIBED OR REFERRED TO OR GIVEN TO ANY
PERSON WITHOUT OUR PRIOR WRITTEN CONSENT, EXCEPT FOR THE REPRODUCTION, SUMMARY
AND DESCRIPTION OF OR REFERENCE TO THIS LETTER IN ANY FILING WITH THE SECURITIES
AND EXCHANGE COMMISSION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THE
AGREEMENT OR AS MAY OTHERWISE BE REQUIRED BY LAW OR BY A COURT OF COMPETENT
JURISDICTION. THIS LETTER MAY NOT BE RELIED UPON BY ANY OTHER PARTY.
WE HAVE ASSUMED AND RELIED UPON WITHOUT INDEPENDENT VERIFICATION THE ACCURACY
AND COMPLETENESS OF THE INFORMATION PROVIDED TO US BY OACIS HEALTHCARE HOLDINGS
CORP. AND REVIEWED BY US FOR THE PURPOSE OF THIS OPINION.
February 20, 1999
Board of Directors
Oacis Healthcare Holdings Corp.
1101 Fifth Avenue, Suite 200
San Rafael, CA 94901
Gentlemen:
Oacis Healthcare Holdings Corp. ("Oacis" or the "Company"), and Science
Applications International Corporation ("SAIC") propose to enter into an
Agreement and Plan of Merger (the "Agreement") pursuant to which SAIC intends to
acquire all of the issued and outstanding capital stock of Oacis in
consideration for $4.45 in cash (the "Transaction Consideration") for each Oacis
common share (the "Oacis Common Stock") by tender offer and/or merger (the
"Transaction"). The terms and conditions of the Transaction are set forth in
more detail in the Agreement. Capitalized terms used herein and not otherwise
defined shall have the respective meanings ascribed to them in the Agreement.
You have asked us whether, in our opinion, the Transaction Consideration is fair
from a financial point of view to the shareholders of Oacis.
In arriving at the opinion set forth below, we have among other things:
1. Reviewed certain business and financial information relating to Oacis that
we have deemed relevant;.
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2. Reviewed certain information, including financial forecasts, relating to the
business, earnings, cash flow, assets, liabilities and prospects of Oacis
furnished to us by Oacis;
3. Conducted discussions with members of senior management of Oacis concerning
the matters described in clauses 1 and 2 above;
4. Reviewed the market prices and valuation multiples for Oacis common stock
and compared them from a financial point of view with those of certain
publicly traded and privately held companies that we deemed to be relevant;
5. Reviewed the results of operations of Oacis and compared them with those of
certain publicly traded companies that we deemed to be relevant;
6. Compared the financial terms of the Transaction with the financial terms of
certain other transactions that we deemed to be relevant;
7. Performed certain discounted cash flow analyses;
8. Reviewed other alternatives to the Transaction that we deemed to be
relevant;
9. Reviewed the draft of the Agreement dated January 28, 1999;
10. Reviewed such other financial studies and analyses and taken into account
such other matters as we deemed necessary, including our assessment of
general economic, market and monetary conditions; and
11. Reviewed publicly available information concerning Oacis which we believe to
be relevant to our inquiry (including Annual Reports on Form 10-KSB,
Quarterly Reports on Form 10-Q, press releases, etc. of Oacis).
In preparing our opinion, we have assumed and relied upon the accuracy and
completeness of all information supplied or otherwise made available to us,
discussed with or reviewed by us, or publicly available, and we have not assumed
any responsibility for independently verifying such information or undertaken an
independent evaluation or appraisal of any of the assets or liabilities of
Oacis. In addition, we have not assumed any obligation to conduct any physical
inspection of the properties or facilities of Oacis. With respect to the
financial forecast information furnished to or discussed with us by Oacis, we
have assumed that they have been reasonably prepared and reflect the best
currently available estimates and judgment of Oacis' management as to the
expected future financial performance of Oacis. We assume no responsibility to
revise or update our opinion if there is a change in the financial condition or
prospects of Oacis from that disclosed or projected in the information we
reviewed or in general economic or market conditions. We have assumed that the
Merger will be consummated on the terms set forth in the Agreement without
waiver or amendment of any of the terms or conditions thereof. We have not
considered the tax effects to the shareholders of the Company.
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Our opinion is necessarily based upon market, economic, financial and other
conditions as they exist and can be evaluated on, and on the information made
available to us as of, the date hereof.
We are acting as financial advisor to Oacis in connection with the Merger,
pursuant to a limited engagement letter dated July 24, 1998, and will receive a
success fee from Oacis for our services, which success fee is based upon the
successful consummation of the Merger. In addition, Oacis has agreed to
indemnify us for certain liabilities arising out of our engagement.
This opinion does not constitute a recommendation to any shareholder of the
Company as to whether any such shareholder should tender his shares to SAIC or
to otherwise vote in favor of the Transaction. This opinion does not address the
relative merits of the Transaction and any other transactions or business
strategies discussed by the Board of Directors as alternatives to the
Transaction. In rendering this opinion, we have not been engaged to act as a
fiduciary of the Company or its shareholders.
On the basis of, and subject to, the foregoing, we are of the opinion that, as
of the date hereof, the Transaction Consideration is fair from a financial point
of view to the shareholders of Oacis.
Very truly yours,
/s/ Covington Associates LLC
Covington Associates LLC
