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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 7, 1999
MEDICONSULT.COM, INC.
(Exact Name of Registration business as Specified in Its Charter)
Delaware 333-73059 84-1341886
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
Jardine House, 33 Reid Street, 4th Floor, Hamilton, Bermuda
(Address, including zip code, of Principal Executive Offices)
(441) 296-0736
(Registrant's telephone number including area code)
Not Applicable
(Former name or address, if changed from last report)
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Item 5. Other Events.
On September 7, 1999, Mediconsult.com, Inc. issued the press release
attached hereto as Exhibit 99.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
MEDICONSULT.COM, INC.
Date: September 9, 1999 By: /s/ E. Michael Ingram
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E. Michael Ingram
Chief Financial Officer
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EXHIBIT INDEX
99. Press release dated September 7, 1999
Exhibit 99
Mediconsult.com Acquires Physicians' Online for
$180 Million
Combined Company Has Largest Community of Doctors and Patients on the Internet
NEW YORK--(BW HealthWire)--Sept. 7, 1999--Mediconsult.com, Inc. (NASDAQ:MCNS -
news) today announced that it has agreed to purchase 100% of the shares of
privately held Physicians' Online for 20 million common shares of Mediconsult.
In total, the transaction value is $180 million, including assumption of debt.
"The acquisition of Physicians' Online by Mediconsult creates the largest
community of doctors and patients on-line, with more authenticated physicians
than all other health Web sites combined," said Robert Jennings, Chairman and
CEO of Mediconsult. "The 80,000 physicians using the Physicians' Online service,
combined with Mediconsult's leadership position in patient and caregiver
communities, changes the landscape of on-line healthcare.
"Our two companies have already established leadership positions with on-line
physicians and patients. Together, are able to address the most important
communication link -- the link between the doctor and the patient. With the
healthcare industry spending more than $30 billion annually on education, sales
and marketing programs for doctors and patients, we believe the combined Company
is ideally positioned to reinforce and enhance the doctor-patient relationship
to improve health outcomes within the context of a viable business model.
"The combined Company offers a wide range of services, including continuing
medical education, tools for the professional office, health risk assessments,
improved compliance programs and on-line prescription renewals through the
doctor's office, all within a secure and trusted environment."
"Mediconsult and Physicians' Online's management teams share a commitment to
integrity and a common philosophy to ensure the independence and quality of
information and services," said Dave Richards, CEO of Physicians' Online. "The
physician community will benefit from the additional resources of the combined
Company and the patients will benefit from an enhanced relationship with their
doctor."
It is anticipated the transaction will be accounted for as a pooling of
interests and is expected to close by the end of 1999.
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The transaction is subject to customary closing conditions. Shareholders of
Physicians' Online and Mediconsult holding the votes required to approve the
merger have agreed to vote in favor of the transaction.
MacFarland Dewey & Co. LLC, and Warburg Dillon Read LLC advised Mediconsult.
J.P. Morgan & Co. advised Physicians' Online.
Analysts' Conference Call
A conference call will be held for analysts to discuss the transaction on
Wednesday September 8th at 11:00AM EDT. Analysts wishing to participate in the
conference call should contact Elizabeth Gutierrez of Mediconsult.com on (212)
841-7309 for details.
Vcall for Investors
Investors will have the opportunity to listen to the conference call over the
Internet through Vcall, a service of the Investor Broadcast Network, at
http://www.vcall.com. To listen to the live call, please go to the Web site at
least fifteen minutes early to register, download, and install any necessary
audio software. For those who cannot listen to the live broadcast, a replay will
be available shortly after the call and a transcript will be available 24 to 48
hours later at http://www.vcall.com.
About Physicians' Online
Physicians' Online, Inc. is a privately held company based in Tarrytown, New
York. The Company operates the leading medical information and communication
network for physicians, the Physicians' Online Network. Since its inception,
Physicians' Online has rapidly gained the membership of more than one-quarter of
the U.S. practicing physicians. Physicians' Online provides a secure,
physicians-only environment featuring access to MEDLINE and other medical
databases, clinical symposia with peers and national experts, CME credits, daily
medical news, recruiting services, private e-mail accounts and Internet access,
among many other services. Through its award-winning service, Physicians' Online
connects its members - the largest online community of authenticated physicians
- - with colleagues, professional associations, pharmaceutical manufacturers and
others. Additional information about Physicians' Online can be found at
http://www.pol.net.
About Mediconsult.com
Mediconsult.com is a leading provider of patient-oriented healthcare information
and services on the World Wide Web. Founded in 1996 with its flagship Web site,
www.mediconsult.com, the Company's growing network of sites educate and empower
consumers to manage their health by providing the most in-depth medical
information and breadth of support available on the Web. Mediconsult.com
prepares patients to
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speak effectively with their healthcare provider by providing the same reliable
and independent information that medical professionals read. This focus on
patient-empowerment has resulted in a large and loyal following of Web site
visitors and a leadership position in the industry as an award-winning,
highly-regarded health and medical Web site.
Mediconsult.com's network of sites and communities include: CyberDiet
(www.cyberdiet.com), the leading diet and nutrition site; Heart Information
Network (www.heartinfo.com), the leading heart health information site;
PharmInfoNet (www.pharminfo.com), an online drug information resource; and
INCIID (www.inciid.org), the leading Web resource on infertility.
Certain statements in this release, such as management's view of future revenues
and expenses, may be forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected.
Potential risks and uncertainties include such factors as acceptance of the
Company's products and services, competition and other risks described in the
Company's filings with the Securities and Exchange Commission.
Contact:
Mediconsult.com, Inc.
John Jennings, CFA, MBA, Director, Investor Relations
1-888-316-1133
[email protected]
or
Media Contact
Kekst & Company
Caroline Gentile, (212) 521-4883
[email protected]
or
Lissa Perlman, (212) 521-4830
[email protected]
