Filed by: Allscripts Inc. (Commission File No. 000-26537)
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities
Exchange Act of 1934
Subject Company: Channelhealth Incorporated
ALLSCRIPTS' CHANNELHEALTH ACQUISITION MOVES FORWARD
FORM S-4 DECLARED EFFECTIVE BY SEC
TRANSACTION EXPECTED TO CLOSE JANUARY 2001
---------------------------------------------------------------------
CHICAGO, IL, AND BURLINGTON, VT, DECEMBER 11, 2000 - Allscripts, Inc.
(NASDAQ: MDRX), the leading provider of wireless, point-of-care e-prescribing
and productivity solutions for physicians, and IDX Systems Corporation (NASDAQ:
IDXC), a leading healthcare information systems company, today announced that
the SEC Form S-4 registration statement, filed by Allscripts in connection with
its pending purchase of ChannelHealth and 10-year strategic alliance with IDX,
has been declared effective by the Securities and Exchange Commission.
ChannelHealth, a subsidiary of IDX Systems Corporation, provides a
set of Internet-based clinical and productivity solutions for physicians that
bring the power of the Internet to the practice of medicine. Proxies have been
mailed and a shareholder vote on the transaction is scheduled for January 8,
2001. Closing is expected to immediately thereafter.
"This is a key step forward in the completion of our acquisition of
ChannelHealth," stated Glen Tullman, Chairman and Chief Executive Officer of
Allscripts. "Not only will we become the exclusive provider of clinical
point-of-care and Internet solutions to IDX's 118,000 physicians, but we will
also add functionality to our hand-held solutions. With the addition of
ChannelHealth's innovative charge capture solution, and integration with their
Physician Home Base Internet portal, we will now have the most comprehensive and
proven suite of applications on the market."
"Our alliance with Allscripts gives IDX a strong point-of-care
partner in the market," said Rich Tarrant, Chief Executive Officer of IDX. "The
ChannelHealth/Allscripts offering, when coupled with IDX solutions, will enable
us to offer a broad product portfolio of practice management and clinical
products to our group practice customers. We are pleased to be moving forward."
<PAGE>
ABOUT ALLSCRIPTS
Allscripts is improving healthcare at the point-of-care. As the leading provider
of innovative point-of-care medication management and productivity enhancing
solutions, we focus on addressing the needs of physicians and managed care
payers and plans. Our TouchScript software provides easy-to-use electronic
prescribing that reduces medication errors and uses the Internet to route
transactions to local retail, mail order and Internet pharmacies, and provide
connectivity to managed care and other organizations. We also offer physicians
the opportunity to dispense commonly prescribed medications to their patients at
the point-of-care. TouchScript software and applications run on Microsoft's
PocketPC and Windows CE operating systems. Allscripts provides its applications
on the Compaq iPAQ and the Hewlett-Packard Jornada hand-held wireless hardware.
The Company also provides a number of Internet-based patient compliance and
physician education services such as its e-Detailing(TM) products from its
Physicians Interactive unit, as well as e-commerce applications. Through its
acquisition of MasterChart, Allscripts markets innovative hand-held digital
dictation solutions for physicians. Allscripts also allows physicians to access
and prescribe patient care plans, directly in the office and over the Internet,
through its Medifor unit. Strategic partners include IMS Health, the world's
leading supplier of information solutions to the pharmaceutical and healthcare
industries, Express Scripts, the nation's largest independent full-service
pharmacy benefit manager, and Dendrite, a leading global provider of highly
specialized, integrated product and service offerings for the pharmaceutical
industry. Allscripts is headquartered in Libertyville, IL, and provides services
to over 13,500 physicians at 3,500 sites across the U.S. Visit Allscripts on the
Web at allscripts.com. Allscripts, TouchScript, TouchScript.Net, Personal
Prescriber and 3Touch are trademarks of Allscripts, Inc.
This announcement contains forward-looking statements about Allscripts, Inc.
that involve risks and uncertainties. These forward-looking statements are
developed by combining currently available information with Allscripts' beliefs
and assumptions. These statements often contain words like will, believe,
expect, anticipate, intend, contemplate, seek, plan, estimate or similar
expressions. Forward-looking statements do not guarantee future performance.
These statements are made under the protection afforded them by Section 21E of
the Securities Exchange Act of 1934. Because Allscripts cannot predict all of
the risks and uncertainties that may affect it, or control the ones it does
predict, Allscripts' actual results may be materially different from the results
expressed in its forward-looking statements. For a more complete discussion of
the risks, uncertainties and assumptions that may affect Allscripts, see the
Company's 1999 Annual Report on Form 10-K and registration statement and proxy
statement to be filed in connection with the merger with ChannelHealth. Such
documents can be obtained through the website maintained by the Securities and
Exchange Commission at www.sec.gov.
ABOUT IDX
Founded in 1969, IDX Systems Corporation uses information technology to maximize
value in the delivery of healthcare, improve the quality of patient service,
enhance medical outcomes, and reduce the costs of care. IDX supports these
objectives with a broad range of complementary, functionally rich, and highly
integrated products installed at 2,065 client sites. IDX clients span the full
care continuum including academic hospitals and medical centers, integrated
delivery networks, and physician group practices in North America. Customers
include 118,000 physicians who utilize practice management systems to improve
patient care and other workflow processes. The IDX Web Strategy includes browser
2
<PAGE>
technology, e-commerce and web-based tools -- built using Internet architecture
-- that facilitates access for patients, physicians and care providers to vital
health information and data managed by the IDX clinical, administrative,
financial, and managed care products. EDiX Corporation, an IDX subsidiary, is
one of the nation's largest transcription companies specializing in total
outsourcing of transcription services for health systems, medical groups, and
outpatient centers.
This press release contains forward-looking statements about IDX Systems
Corporation that involve a number of risks and uncertainties. Among the
important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are possible deferral, delay
or cancellation by customers of computer system purchase decisions, possible
delay or denial of stockholder approval for the transactions with Allscripts,
Inc., possible adverse change in the business or stock price of Allscripts,
Inc., the inability of IDX to realize benefits from its proposed alliance with
Allscripts, Inc., possible delay of systems installations, development by
competitors of new or superior technologies, changing economic, political and
regulatory influences on the healthcare and Internet industries, changes in
product pricing policies, general economic conditions and regulatory
developments in the healthcare industry, and factors detailed from time to time
in the IDX's periodic reports and registration statements filed with the
Securities and Exchange Commission, which important factors are incorporated
herein by reference. IDX undertakes no obligation to update forward-looking
statements to reflect changed assumptions, the occurrence of unanticipated
events, or changes in future operating results, financial condition or business
over time.
Allscripts has filed a Registration Statement on Form S-4 in connection with the
merger transactions referred to in this press release, and Allscripts has mailed
a Proxy Statement/Prospectus to its stockholders containing information about
the merger. WE URGE INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION CONCERNING ALLSCRIPTS, CHANNELHEALTH,
THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO
OBTAIN FREE COPIES OF THE REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY
STATEMENT/PROSPECTUS THROUGH THE WEBSITE MAINTAINED BY THE SECURITIES AND
EXCHANGE COMMISSION AT www.sec.gov. AND FROM ALLSCRIPTS AT THE CONTACT LISTED
ABOVE.
ALLSCRIPTS AND ITS DIRECTORS AND CERTAIN OF ITS EXECUTIVE OFFICERS MAY BE
DEEMED, UNDER SEC RULES, TO BE SOLICITING PROXIES FROM ITS STOCKHOLDERS IN FAVOR
OF THE PROPOSED MERGER. INFORMATION REGARDING THE IDENTITY OF THESE PERSONS, AND
THEIR INTEREST IN THE SOLICITATION, WILL BE SET FORTH IN A SCHEDULE 14A TO BE
FILED WITH THE SEC, AND AVAILABLE FREE OF CHARGE AT THE SEC WEBSITE AND PUBLIC
REFERENCE ROOM, AND FROM ALLSCRIPTS AS PROVIDED BELOW.
3
<PAGE>
ALLSCRIPTS CONTACT IDX SYSTEMS CONTACT
Ken Shore Margo Happer
Vice President - Marketing Director - Investor Relations
(847) 680-3515, ext. 200 (802) 864-1758, ext. 6169
e-mail: [email protected] e-mail: [email protected]
------------------- --------------------
CHANNELHEALTH CONTACT
Tracey Moran
(802) 863-5525, ext. 4272
e-mail: [email protected]
------------------------------
4
