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Filed By Eclipsys Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Companies: Neoforma.com, Inc., Eclipsys, Inc.
HEALTHvision, Inc.
Commission File No.: 000-28715
ECLIPSYS CORPORATION
SLIDE PRESENTATION REGARDING
NEOFORMA'S PROPOSED ACQUISITIONS OF ECLIPSYS,
HEALTHVISION AND THE PROPOSED COMMERCIAL
RELATIONSHIP WITH NOVATION
Slide 1:
INTRODUCING...
HEALTHvision
ACCELERATING E-HEALTH
SOLUTIONS FOR THE CUSTOMER
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HARVEY J. WILSON
Chairman HEALTHvision
Chairman and CEO, Eclipsys
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SAFE HARBOR MESSAGE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995,
including statements regarding projected EBITDA, net revenues, cash flows, gross
transaction volumes, profits and other financial results, expected cost savings,
integration of hospitals, the market for the companies' services, future
services offerings, operational capabilities and the expected benefits of the
mergers and of the Novation commercial agreement. Such statements are based on
the current expectations and beliefs of the managements of Neoforma.com, Inc.,
Eclipsys Corporation, HEALTHvision, Inc., and Novation, LLC and are subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. In
particular, the following risks, among others, could cause actual results to
differ materially from those described in the forward-looking statements: the
risk that the transactions may not be consummated due to the failure to obtain
regulatory or other approvals or the failure of the Neoforma.com, Eclipsys, or
HEALTHvision stockholders to approve the mergers; the risk that the
Neoforma.com, Eclipsys and HEALTHvision businesses will not be integrated
successfully and that there may be unanticipated costs of such integration; the
ability of the commercial agreement with Novation to generate substantial
revenues for the combined company; the ability of the combined company to
compete effectively with larger competitors or consortiums of healthcare
suppliers that have greater resources; the ability of the combined company to
retain and hire key executives, technical personnel and other employees; the
ability of the combined company to manage its growth and the difficulty of
successfully managing a larger, more geographically dispersed organization; the
ability of the combined company to successfully manage its changing
relationships with customers, suppliers and strategic customers; the willingness
of the combined company's customers to accept the new service offerings and, in
particular, the risk that healthcare providers may not adopt the Internet for
electronic commerce as rapidly as anticipated; the risk that security breakdowns
on the Internet might adversely affect the growth of electronic commerce; and
increasing competition in the various markets serviced by the combined company,
as well as the risks identified in the SEC filings of Neoforma.com and Eclipsys,
including their Form 10-Ks for the 1999 fiscal year. These forward-looking
statements are made only as of the date hereof and we undertake no obligation to
update such statements.
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SAFE HARBOR MESSAGE (CONT'D)
WHERE YOU WILL BE ABLE TO FIND ADDITIONAL INFORMATION
Investors and security holders of all companies are advised 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. Neoforma.com and Eclipsys expect to mail a
joint proxy statement/prospectus describing their merger and the related
transactions to their respective stockholders. Such joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by both companies. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when available) and other documents filed by
the companies at the Securities and Exchange Commission's web site at
<http://www.sec.gov>. The joint proxy statement/prospectus and such other
documents may also be obtained from Neoforma.com and Eclipsys by directing such
requests to the respective contacts listed above.
Neoforma.com and its officers and directors may be deemed to be participants in
the solicitation of proxies from Neoforma.com's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors will be included in the joint proxy statement/prospectus
for its 2000 Annual Meeting of Stockholders and in Neoforma.com's S-4
Registration Statement to be filed with the Securities and Exchange Commission.
This document will be available free of charge at the Securities and Exchange
Commission's Web site at http://www.sec.gov and from the Neoforma.com contact
listed above.
Eclipsys and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Eclipsys with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors will be included in the joint proxy statement/prospectus
to be filed with the Securities and Exchange Commission. This document will be
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the Eclipsys contact listed above.
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INTRODUCING...
HEALTHvision
ACCELERATING E-HEALTH
SOLUTIONS FOR THE CUSTOMER
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THE LEADING E-HEALTH COMPANY
HEALTHCARE ORGANIZATION(HCO)
e-Health Infrastructure
(1,200 Hospitals -- 50,000 Users)
CARE CHAIN
- - Physician
- - Patient
SUPPLY CHAIN
- - Suppliers
REVENUE CHAIN
- - Payors
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INTERNET INFRASTRUCTURE [HEALTHvision LOGO]
[DIAGRAM]
The graphic is entitled "Internet Infrastructure" with the HEALTHvision logo in
the upper righthand corner. The sub-heading of the graphic is "e-healthSOURCE
(TM)." Below the sub-heading is a line of four boxes labeled "e-Health
Solutions." The individual boxes are labeled from left to right "Employee"
(depicting healthcare workers), "Physician" (depicting a doctor), "Consumer"(
depicting a person), and "Patient"( depicting a woman with a child). Below this
line of boxes is a table of eight boxes collectively labeled "Healthcare Web
Architecture." The top box of this table is labeled "Security." Below that box
is a line of four boxes labeled from left to right, "Applications," "Reference
Information," "Document Publishing & Management," "Legacy Applications
Integration," and "e-Commerce Solutions." To the right of this line of boxes is
a vertically oriented box labeled "Services." At the bottom of the table, is a
box labeled "e-healthSOURCE (TM), Secure Access, Authentication, EAI, Secure
Messaging, Connectivity."
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IT ALL STARTS WITH THE PATIENT...
[DIAGRAM]
The graphic is entitled "It all starts with the patient . . ." On the left side
of the graphic is a circle labeled "Patient Contact." Three angled dotted lines
connect the circle to three arrows labeled "Supply Chain," "Care Chain" and
"Revenue Chain."
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HEALTHVISION FOCUS
Solve the "efficiency equation":
Efficient care = Increased quality + Decreased cost
Composite information + Connectivity
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HEALTHVISION SOLUTIONS
[DIAGRAM]
The graphic is entitled "HEALTHvision Solutions." The graphic is comprised of
six columns which are encircled by six rings. The columns are labeled from left
to right "Physician Office," "ED," "Acute," "Home Health," "ECF" and "Wellness."
The rings are labeled from top to bottom "Care chain management - CAREvision,"
"Supply chain management - Neoforma.com," "Revenue chain management -
BUSINESSvision," "Analysis and Measurement - OPPORTUNITYvision," "Enterprise
application integration - eWebIT" and "Process Improvement." At the bottom of
the columns is the label "Venues of Care."
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BENEFITS EACH PARTY...
[ECLIPSYS LOGO] [NEOFORMA LOGO] [HEALTHvision LOGO]
[ECLIPSYS LOGO]
Brings
- - leading clinical and revenue systems
- - understanding of clinical workflow
- - strong cash flow
- - 1400 hospital customers
- - strong distribution - 140+ salespeople
HEALTHvision
Gains
- - technology infrastructure solution for customer
- - accelerated customer base growth
- - accelerated movement to full ASP model
- - end to end solution for the customer
- - guaranteed leadership position in market
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BENEFITS EACH PARTY...
[ECLIPSYS LOGO] [NEOFORMA LOGO] [HEALTHvision LOGO]
[NEOFORMA LOGO]
Brings
- - leading internet supply chain technology
- - three strong product lines
- - EquipMD, 15,000 physicians
- - open exchange/neutral B2B experience
- - 347 people focused on the web
HEALTHvision
Gains
- - Novation supply chain business
- - cross selling from Eclipsys & HEALTHvision
- - faster movement to positive cash flow
- - guarantee of being end to end solution
- - e-health stability, predictability and scale
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BENEFITS EACH PARTY...
[ECLIPSYS LOGO] [NEOFORMA LOGO] [HEALTHvision LOGO]
[HEALTHvision LOGO]
Brings
- - internet infrastructure - 1200 hospitals
- - open system, HCO-based, e-health platform
- - web-based connectivity to patients, consumers, employees and physicians
- - next generation, secure clinical messaging communication system
HEALTHvision
Gains
- - distribution
- - capital and infrastructure resources
- - rich supply chain, clinical and financial for HCO
- - solutions to integrate into e-health infrastructure
- - scale
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AS HEALTHVISION, EVERYONE WINS....
- - Stability, predictability and scale
- - Fast growth both top and bottom lines
- Acceleration of business plan
- - First mover solution in healthcare technology
- all components operational today
- - Leadership position challenging all competitors
- Attractive to potential new partners
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AS HEALTHVISION, EVERYONE WINS....
- Most comprehensive suite of products
- Able to impact 80% of HCO costs
- Long term power and breadth of integrated business model
- Strong cross-sell capabilities to existing customers
- Unmatched depth of management with strong domain knowledge
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THE NOVATION RELATIONSHIP [NOVATION LOGO]
- - Owned by:
- VHA -- 1,900 hospitals, 250,000 physicians
- UHC -- 68 academic medical centers, 40,000 physicians
- - 2000 Employees
- - Member HCOs purchase $35 billion per year
- - 33% of acute care market
- - 650-person supplier management organization
- - International presence
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TEAM HEALTHVISION
<TABLE>
<S> <C>
Field Operations - 950
Research & development - 710
Sales & Account Execs. - 250
Other - 2,100 total employees including many clinicians
</TABLE>
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PROJECTED NET REVENUE SUMMARY
<TABLE>
<CAPTION>
Net Revenue
Dollars in Millions
-------------------
<S> <C>
2000 $ 235
2001 $ 378
2002 $ 623
2003 $ 930
2004 $1,296
</TABLE>
Compounded Annual Revenue Growth - over 50%
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PROJECTED EBITDA SUMMARY
<TABLE>
<CAPTION>
EBITDA
Dollars in Millions
-------------------
<S> <C>
2000 $ (58)
2001 $ (8)
2002 $ 115
2003 $ 253
2004 $ 419
</TABLE>
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PROJECTED REVENUE MODEL
(Dollars in Millions)
<TABLE>
<CAPTION>
CAGR
2000 2001 2002 2003 2004 2001 - 2004
------ ------ ------ ------ ------ -----------
<S> <C> <C> <C> <C> <C> <C>
Net Revenue
E-commerce $ 10 $ 70 $ 161 $ 271 $ 399 79%
Connectivity/Subscription 6 16 38 81 142 107%
Sponsorship/Advertising 3 10 22 47 54 76%
ASP-Recurring 181 271 386 512 676 36%
Consulting/Other 34 11 16 19 25 34%
------ ------ ------ ------ ------
Total $ 235 $ 378 $ 623 $ 930 $1,296 51%
====== ====== ====== ====== ======
</TABLE>
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SUMMARY INVESTMENT HIGHLIGHTS
- - Creates the leading e-Health company
- - Single source solutions for
- Supply chain
- Care chain
- Revenue chain
- - $1+ trillion market
- - Acceleration of business models
- - Installed base of committed buyers
- - Compelling financial model
- - Strong, deep management team
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HEALTHVISION
e-power: driving the revolution in healthcare
