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Filed by Medscape, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File Number: 000-26883
Subject Company: Medscape, Inc.
THE FOLLOWING COMMUNICATIONS ARE FILED PURSUANT TO RULES 165 AND 425 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS
COMBINATION TRANSACTION REFERENCED IN THE FOREGOING INFORMATION, WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE JOINT PROXY
STATEMENT/PROSPECTUS WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
BY MEDICALOGIC, INC. AND MEDSCAPE, INC. INVESTORS AND SECURITY HOLDERS MAY
OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN IT IS
AVAILABLE) AND OTHER DOCUMENTS FILED BY MEDICALOGIC, INC. AND MEDSCAPE, INC.
WITH THE COMMISSION AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE JOINT PROXY
STATEMENT/PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FOR FREE
FROM MEDSCAPE, INC. BY DIRECTING A REQUEST TO MEDSCAPE, INC., 134 WEST 29TH
STREET, NEW YORK, NEW YORK 10001, ATTENTION: INVESTOR RELATIONS, TELEPHONE:
(212) 760-3100
*************************
The following is a joint press release disseminated by MedicaLogic, Inc. and
Medscape, Inc. on February 22, 2000 and filed by Medscape, Inc. with the
Securities and Exchange Commission on March 2, 2000 on a report on Form 8-K.
For Immediate Release
MEDICALOGIC AND MEDSCAPE AGREE TO MERGE;
MEDICALOGIC ALSO TO ACQUIRE TOTAL EMED
Combination Will Create the Premier Online Health Record,
News and Information Standard for Medical Professionals and Consumers
HILLSBORO, Ore. -- MedicaLogic Inc. (NASDAQ: MDLI) today announced it
has agreed to merge with Medscape, Inc. (NASDAQ: MSCP) and to acquire privately
held Total eMed, Inc.
The new company, to be known initially as MedicaLogic/Medscape, is
expected to take healthcare efficiency and the doctor-patient experience to new
and unprecedented levels. The transactions bring together MedicaLogic, the
nation's leading provider of online health records; Medscape, the premier source
of authoritative health, news and medical information on the Internet; and Total
eMed, the first provider of Web-based transcription services designed for
ambulatory care physicians.
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MedicaLogic/Medscape will have a first-to-market position with key
technology for creating online health records, enabling physicians to create and
retrieve information in ways that fit their workflow and personal preferences -
including desktop and laptop computers, personal digital assistants, and even
telephones -- from any location, at any time. Medscape's professional and
consumer sites, medscape.com and CBSHealthWatch by Medscape, respectively, will
be able to introduce new levels of connectivity to registered members, including
access to physician-generated medical records, appointment scheduling, filling
of prescriptions, the ability to engage in two-way communication with the
physician and his/her office, and other services not available on competing
sites.
Medscape shareholders will receive 0.323 shares of MedicaLogic common
stock for each share of Medscape. Total eMed is to receive 8 million shares of
Medicalogic common stock for all of its outstanding shares and options. The
transactions will become effective upon approval by the shareholders of the
three companies and the satisfaction of other customary conditions. When
approved, the merger and acquisition would give MedicaLogic/Medscape an employee
workforce of over 1,000 healthcare and Internet experts in Portland, New York,
Nashville, San Francisco, Houston and other locations. The combined company will
operate as three business units focusing on their areas of expertise, while
delivering coordinated services in the online environment.
"Our new company has the potential to significantly improve the
healthcare experience for patients and physicians advancing our shared vision
while creating value for partners and shareholders," said Mark Leavitt, MD,
PhD, who will retain the title of CEO as well as becoming chairman of the board
of the combined company. "With our complementary products and services,
individual strategic partnerships and new financial strength, we will focus our
energies at the point of care where patient and physician come together to drive
the major decisions in healthcare today."
"This merger will allow us to leverage Medscape's vast audience of
healthcare professionals and consumers and our extraordinary breadth and scope
of content and features," said Paul Sheils, Medscape's CEO, who will become Vice
Chairman of the new company and remain President of Medscape. "We have always
believed quality content is a key to success in eHealthcare. With the
integration of products and services from MedicaLogic and Total eMed, we will
set out to prove our point, to the benefit of physicians, patients, and others
in the healthcare community."
David Moffenbeier will remain President of the MedicaLogic business
division. Richard Rehm, MD, currently the CEO of Total eMed, will take the
position of President of the Total eMed division located in Nashville. "With
this combination, we will enable the 65% of U.S. physicians using transcription
services to connect with MedicaLogic's clinical tools to create online health
records," said Rehm. "By serving physicians where they work today,
MedicaLogic/Medscape will become the online health record and information
standard."
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Leavitt said that Total eMed adds value to the new company on a number
of fronts. It offers the first pure-play, premium, Web-based medical
transcription and complementary healthcare information services utilizing
digital voice capture, dedicated circuits and the Internet to connect physicians
and professional medical transcriptionists through a national data center.
Moreover, the transcribed data can be tagged using a structured vocabulary that
can be interfaced to the MedicaLogic technology. "Once integrated, the
transcribed health record will also be enriched by Medscape data," Leavitt said.
"Total eMed provides caregivers the option of dictating their health notes and
creating the health records without typing the data themselves."
MAKING THE PATIENT-PHYSICIAN RELATIONSHIP STRONGER AND SAFER
The new company could also improve medical care by helping to reduce
medical errors, according to Medscape editor in chief George D. Lundberg, MD,
former editor of JAMA, who will continue his role in the new company. "We know
that large numbers of patients die annually in hospitals due to medical errors
in the United States," he said. "This loss of life is said to be the equivalent
of a jumbo jet crashing each day this year. The combination of MedicaLogic's
online health records and Medscape's authoritative content can help to reduce
medical errors and make the patient-physician relationship stronger, safer and
more efficient."
A NUMBER OF STRATEGIC OPPORTUNITIES
Leavitt and Sheils cited the following examples among many strategic
opportunities for MedicaLogic/Medscape:
- - - The new company will focus on providing products and services in places like
the examining room, at the "point of care." By creating the online health record
in this setting, communication between patient and physician improves, and
errors are reduced. This contrasts with the approach of other companies that
focus on the "back-office" reduction of paperwork between the physician's
clerical staff and payer.
- - - Medscape's deep penetration of the medical community complements a customer
base of nearly 8,000 clinicians now using MedicaLogic products to maintain 8.1
million health records. Medscape's authoritative content and useful features
have attracted more than 1.7 million members registered as physicians, allied
health professionals and consumers. Medscape also offers specialty sites
addressing the needs of office managers, nurses, pharmacists, medical students
and others.
- - - The individual Web sites that Medscape creates for physician practices -
nearly 9,000 to date - could also gain a significant competitive advantage by
incorporating the connectivity features available through MedicaLogic's products
and services. MedicaLogic/Medscape can now offer the creation of such web sites
to MedicaLogic's 40 major integrated delivery network customers.
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- - - MedicaLogic and Medscape also plan to use Medscape's audience and assets to
gain exposure among the managed care community, and to invite Medscape's strong
base of pharmaceutical advertisers and sponsors to support the series of new
online health record products being developed that deliver content specific to a
practitioner's specialty or a patient's health interest.
COMBINATION WILL ALLOW COMPANIES TO LEVERAGE SERVICES AND PARTNERSHIPS
Beyond the internal strength of the combined companies, the merger
would allow them to leverage their existing strategic partnerships for greater
revenue opportunities. Medscape's partnership with CBS Corporation (NYSE: CBS),
for example, brings $150 million in advertising and promotion on CBS media
properties over seven years, as well as exposure on CBS News through an exchange
of editorial content. Medscape also has partnerships with National Data
Corporation (NYSE: NDC), America Online (NYSE: AOL) and Women.com (NASDAQ:
WOMN), while MedicaLogic has agreements with leading prescription drug, content
and delivery providers, including CVS.com (NYSE: CVS), PlanetRx (NASDAQ: PLRX),
MD Consult, Dell Computers (NASDAQ: DELL), Lernout & Hauspie (NASDAQ: LHSP) and
Envoy, to name a few.
MedicaLogic was advised on both transactions by Donaldson Lufkin &
Jenrette. Medscape was advised by Lazard Freres. Total eMed was advised by
Credit Suisse First Boston.
ABOUT MEDICALOGIC
MedicaLogic Inc. (NASDAQ: MDLI), the online health record company(TM),
brings the Internet to the point of care with e-healthcare products and services
for physicians and their patients. These products and services connect patients
and physicians in ways that enhance the quality, delivery and cost-effectiveness
of healthcare. Building upon physician acceptance of Logician(R) software, the
leading EMR at integrated delivery networks nationwide, MedicaLogic delivers
Internet services and communications tools enabling physicians to manage their
health records and their practice.. Based in Hillsboro Ore, the company also
maintains product development offices in San Francisco and Houston. For
additional information about MedicaLogic, go to http://www.medicalogic.com.
MedicaLogic and Logician are registered trademarks of MedicaLogic, Inc.
in the United States. Other MedicaLogic logos, product names, and service names
are also trademarks of MedicaLogic, Inc., which may be registered in other
countries. Other product and brand names are trademarks of their respective
owners.
This release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. The forward-looking
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statements are based on management's current expectations or beliefs as well as
on a number of assumptions about future events, and are subject to factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The reader is cautioned not to put
undue reliance on forward-looking statements, which are not a guarantee of
future performance and are subject to a number of uncertainties and other
factors, many outside MedicaLogic's control.
ABOUT MEDSCAPE
Medscape, Inc. (NASDAQ: MSCP), the leading provider of authoritative
health and medical information on the Internet since 1995, currently operates
two primary healthcare Web sites. Medscape.com, www.medscape.com, provides
comprehensive, authoritative and timely medical information and interactive
programs to physicians, allied healthcare professionals and consumers, and
includes the following specialty sites and pages: Medscape Japan,
http://www.medscape.com/Home/MedscapeJapan/MedscapeJapan.html, Medscape General
Medicine, or MedGenMed, www.medscape.com/journal/MedGenMed, believed to be the
first and only peer-reviewed online general medical journal; Medical Office
Management, http://MedOffice.medscape.com, Medscape Nursing,
http://nursing.medscape.com; Medscape Pharmacology,
http://pharmacotherapy.medscape.com, for pharmacists; Medscape Med Students,
http://www.medscape.com/medstudent; and Today on Medscape,
http://www.medscape.com/today, featuring the latest health and medical news. As
of December 31, 1999, Medscape.com had more than 1.7 million registered members
worldwide, including over 280,000 registered as physicians, 860,000 registered
as allied healthcare professionals and 630,000 registered as consumers.
The Company also operates CBSHealthWatch by Medscape,
http://cbs.healthwatch.com, the recently launched consumer site designed to help
families and individuals make better informed healthcare decisions and to
simplify management of their healthcare needs. Developed jointly with CBS
Corporation, the site provides personalized, authoritative medical content
written for the consumer, access to professional content on Medscape.com and
interactive personal health management tools, such as health diaries. CBS and
the CBS eye device are registered trademarks of CBS Broadcasting Inc.
The statements made in this press release contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934 that involve a number of
risks and uncertainties. Actual events or results may differ from Medscape's
expectations.
ABOUT TOTAL EMED
Total eMed is a privately held Nashville-based medical information management
company offering a new approach to physician-driven medical transcription. Total
eMed provides premium web-based medical transcription services to over 1000
ambulatory physicians in seven states utilizing digital voice capture, dedicated
circuits, and the Internet to connect physicians and
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professional medical transcriptionists through a national data center. The
company's unique clinical application improves medical transcription efficiency
and accuracy while capturing the record of the patient-physician encounter in
digital format.
MEDICALOGIC AND MEDSCAPE HAVE SCHEDULED A CONFERENCE CALL ABOUT THIS
ANNOUNCEMENT ON TUESDAY, FEBRUARY 22, 2000 AT 8:30 A.M. EST. TO ACCESS THE CALL,
PLEASE DIAL 1-800-720-5830 AND USE ACCESS CODE 5668830. IF YOU PLAN TO DIAL IN,
PLEASE CALL AT LEAST 5 MINUTES BEFORE THE START. A LIVE WEBCAST OF THE CALL IS
AVAILABLE THROUGH VCALL AT www.vcall.com AND THROUGH MEDSCAPE'S INVESTOR
RELATIONS SITE, INVESTOR.MEDSCAPE.COM. A RECORDING OF THE CALL WILL BE AVAILABLE
LATER IN THE DAY AND MAY BE ACCESSED BY TELEPHONE AT 1-800-252-6030, ACCESS CODE
5668830, OR VIA THE INTERNET AT MEDSCAPE'S INVESTOR SITE.
MEDIA CONTACTS:
<TABLE>
<S> <C> <C>
Krista Foxwell David Fluhrer Randy Hurlow
MedicaLogic Medscape Publicis Dialog
503-531-7180 212-760-3138 206-270-4642
[email protected] [email protected] [email protected]
</TABLE>
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Letter to Medscape Members, March 10, 2000
MEDSCAPE PLANS TO MERGE WITH MEDICALOGIC, INC.
Medscape and MedicaLogic, Inc. plan to merge creating MedicaLogic/Medscape! The
transaction is expected to take healthcare efficiency and the doctor-patient
experience to new levels, combining Medscape's resources with the nation's
leading provider of online health records. For more information from our
Editor-in-Chief George Lundberg, MD, and MedicaLogic CEO and Chairman Mark
Leavitt, MD, PhD, please visit
http://www.medscape.com/letter
Medscape Plans to Merge With MedicaLogic, Inc.
Dear Medscape members,
The proposed merger of Medscape, the leading provider of authoritative health
and medical information on the Internet since 1995, and MedicaLogic, the
nation's largest provider of online health records [the nation's leading
electronic medical records (EMR) company], should lead to very positive and
significant advancements in the practice of medicine and physician practice
management.
As physicians, we want to share with you our vision of the future and how we
believe it will improve medicine at the point of care. It is a vision of
streamlined practice management that allows physicians more time to focus on
what they do best. And, using high quality information and technology, it is a
vision of enhanced communication between patient and physician -anywhere and at
any time.
Through our combined company, to be known initially as MedicaLogic/Medscape, we
will turn our vision into reality. Our online health records and vast body of
medical information will allow physicians to become even more efficient, and
provide for increased accuracy and accessibility, an important factor as the
nation grapples with medical errors. Giving patients access to their records
will improve communication and understanding, and give them the opportunity to
enhance their own experience by scheduling appointments, filling prescriptions
and performing other functions online.
With MedicaLogic's plans to acquire privately held Total eMed, a leading
Web-based transcription service for ambulatory care, physicians will have the
chance to manage their transcription services more cost-effectively, while
improving both quality and turnaround time. The combination will also give
physicians greater mobility, by offering not only telephone input, but the
ability to use handheld personal digital assistants, such as Windows CE or
PalmTM devices, for voice capture and immediate access to both patient records
and Medscape's vast array of information and features.
This is all pretty heady stuff and, as physicians, we understand that the
technological revolution can sometimes be overwhelming. Our mission at the new
MedicaLogic/Medscape will be to make things easier and more meaningful for both
physician and patient. It is that simple, and we hope you will join us as we
set out to create new standards for the practice of medicine in a new century.
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In addition to the Medscape Web sites with which you are familiar, we encourage
you to visit MedicaLogic's site at http://www.medicalogic.com to get a sneak
preview of what the best in online records technology has to offer. Then we
suggest you stay tuned as we combine our resources to bring you what we believe
will be the most advanced clinical solution for patient care that you have ever
seen.
Sincerely,
George D. Lundberg, MD, Editor in Chief of Medscape, Inc.
Mark Leavitt, MD, PhD, CEO and Chairman of MedicaLogic, Inc.
