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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 COMMUNICATION IS 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 DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4 FILED BY MEDICALOGIC, INC. (NASD:MDLI) WITH
THE SECURITIES AND EXCHANGE COMMISSION (SEC) IN CONNECTION WITH THE PROPOSED
MERGER WITH MEDSCAPE, INC. BECAUSE IT CONTAINS IMPORTANT INFORMATION. INVESTORS
AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE JOINT PROXY
STATEMENT/PROSPECTUS FILED BY MEDICALOGIC, INC. WITH THE SEC AT WWW.SEC.GOV.
*************************
The following is a press release disseminated by Medscape, Inc. on April 5,
2000.
Medscape Sets May 15 Special Shareholder Meeting for Vote On Proposed Merger
With MedicaLogic
WEDNESDAY, APRIL 05, 2000 11:07:00 AM EST
NEW YORK, Apr 5, 2000 (BW HealthWire) -- Medscape, Inc. (NASDAQ NM: MSCP), a
provider of authoritative health and medical information on the Internet since
1995, said today that it will hold a special meeting on May 15, 2000 for all
shareholders of record as of April 14, 2000 to vote on its pending merger with
MedicaLogic, Inc. (NASDAQ:MDLI), the Online Health Record Company(TM).
The Medscape special meeting will begin at 9:30 a.m. EDT at CBS Corporation, 51
West 52nd Street, Studio 19, 19th Floor, Black Rock Room, New York, NY.
Shareholders of record as of April 14 are entitled to receive notice of, and
vote at, the special meeting. Medscape plans to begin mailing definitive proxy
materials to shareholders on or about April 18, 2000. The proxy materials will
provide instructions on how Medscape shareholders may vote their shares in
connection with the proposed merger.
MedicaLogic will convene a special shareholder meeting on May 10 that will first
address its proposed acquisition of Total eMed, a provider of Web-based
transcription services designed for ambulatory care physicians. That meeting is
expected to adjourn to May 15 for the vote on the Medscape merger in order to
coincide with Medscape's special shareholder meeting. It is presently
anticipated that the mergers will be completed in the second quarter of 2000,
pending final regulatory approval.
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The proposed transactions, announced on February 22, would create
MedicaLogic/Medscape, a company that will have the technology necessary to
connect physicians, patients and other healthcare professionals through the
Internet. The company will be able to create online health records, enabling
physicians to 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, www.medscape.com, and
CBSHealthWatch, http://cbs.healthwatch.com, respectively, will be able to
introduce new levels of connectivity to registered members, including access to
the 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. The
three companies involved in the transactions reported a combined $195 million in
cash and short-term investments and debt of approximately $2.2 million, as of
December 31, 1999, according to the joint proxy statement/prospectus included in
the Registration Statement on Form S-4 filed with the U.S. Securities and
Exchange Commission by MedicaLogic on April 4, 2000.
"The pending merger is progressing as we anticipated, with regard to the
effective work of our transition teams as they move rapidly toward integration
of the three companies in pursuit of our vision," said Paul Sheils, current
President and CEO of Medscape, Inc., who will become Vice Chairman of the new
company. "MedicaLogic/Medscape brings together a number of important elements -
complementary products, strategic partnerships, financial strength and the drive
to turn our vision into reality - as we focus our energies on the most critical
juncture for 'eHealthcare' today, the point of care, where physician and patient
come together."
As announced on February 22, MedicaLogic will exchange 0.323 shares of its
common stock for each outstanding share of Medscape stock and shareholders of
Total eMed will receive 8 million shares of MedicaLogic common stock for all of
its outstanding shares and options. Both will be accounted as purchase
transactions and are subject to customary conditions, including the usual
governmental and regulatory approvals.
Investors and security holders are urged to read the definitive joint proxy
statement/prospectus included in the registration statement on Form S-4 filed by
MedicaLogic, Inc. (NASD:MDLI) with the Securities and Exchange Commission (SEC)
in connection with the proposed merger with Medscape, Inc. because it contains
important information. Investors and security holders may obtain a free copy of
the definitive joint proxy statement/prospectus filed by MedicaLogic with the
SEC at the SEC's Web site, www.sec.gov.
ABOUT MEDSCAPE, INC. Medscape, Inc. (NASDAQ NM: MSCP), a provider of
authoritative health and medical information on the Internet since 1995,
currently operates two primary healthcare Web sites, medscape.com and
CBSHealthWatch by Medscape. As of December 31, 1999, Medscape, Inc.'s sites had
more than 1.7 million registered members worldwide, including over 280,000
registered as physicians, 860,000 registered as allied health professionals and
630,000 registered as consumers worldwide.
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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://japan.medscape.com, 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 Pharmacists, http://pharmacists.medscape.com; Medscape Med Students,
http://medstudents.medscape.com; and Today on Medscape,
http://www.medscape.com/today, featuring the latest health and medical news.
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 the Company's
expectations.
ABOUT MEDICALOGIC, INC. MedicaLogic, Inc. (NASDAQ:MDLI), the Online Health
Record Company(TM), brings the Internet to the point of care with ehealthcare
products and services for physicians and their patients. MedicaLogic connects
patients and physicians in ways that enhance the quality, delivery and
cost-effectiveness of healthcare. Based in Hillsboro, OR, 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.
ABOUT TOTAL eMED, INC. Total eMed, Inc. 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 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.
