Contacts:
Healtheon/WebMD: Medical Manager/CareInsite:
Investor Relations: Investor Relations/Media:
Lew Belote Risa Fisher
404/495-7602 201/703-3400
[email protected] [email protected]
Media:
Jennifer Meyer FOR IMMEDIATE RELEASE
212/880-5253
[email protected]
HEALTHEON/WEBMD, MEDICAL MANAGER AND CAREINSITE
AMEND TERMS OF MERGER AGREEMENT
NEW TERMS UNDERSCORE COMPANIES' COMMITMENT TO COMPLETE MERGERS
JEFFREY T. ARNOLD AND MARTIN J. WYGOD TO BE CO-CEOS OF COMBINED COMPANY,
W. MICHAEL LONG TO REMAIN CHAIRMAN
COMBINED COMPANY TO BE RENAMED WEBMD AT COMPLETION OF MERGERS
INTEGRATION AND STRATEGIC PLANNING COMMITTEE TO BEGIN WORK IMMEDIATELY
ATLANTA and ELMWOOD PARK, NJ, June 19, 2000 - Healtheon/WebMD Corporation
(NASDAQ: HLTH) announced today restructured terms for its proposed mergers with
Medical Manager Corporation (NASDAQ: MMGR), a provider of physician practice
management systems, and its publicly traded subsidiary, CareInsite, Inc.
(NASDAQ: CARI), a provider of innovative healthcare network and clinical
communications services, which was originally announced on February 14, 2000.
Healtheon/WebMD's proposed mergers with Medical Manager and CareInsite and its
recently completed acquisition of Envoy Corporation bring together companies
with complementary strengths and a shared vision to reduce healthcare costs and
improve the quality of care, by providing access to information and replacing
inefficient healthcare processes with convenient and efficient technology, tools
and services.
Under the revised merger agreements, Healtheon/WebMD will issue 2.5 shares of
Healtheon/WebMD common stock for each share of Medical Manager. The exchange
ratio for CareInsite remains at the originally announced 1.3 shares of
Healtheon/WebMD common stock for each share of CareInsite not owned by Medical
Manager. Completion of the mergers, which will be accounted for as purchase
transactions, is expected in September 2000, subject to regulatory and
shareholder approvals. The companies anticipate filing the S-4 registration
statement/joint proxy statement with the SEC later today.
After the closing of the proposed mergers, the combined company will be renamed
WebMD. The management teams of all three companies are committed to quickly
integrating the companies' assets and operating as one company under the global
brand WebMD.
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The combined company's board of directors will have equal representation between
Medical Manager/CareInsite and Healtheon/WebMD and one additional director,
Dennis Gillings, Chairman and CEO of Quintiles Transnational Corporation. W.
Michael Long will remain chairman of the board. Jeffrey T. Arnold, CEO of
Healtheon/WebMD, and Martin J. Wygod, chairman of Medical Manager and
CareInsite, will lead the merged company and both carry the title of Co-Chief
Executive Officer of WebMD. Marvin P. Rich, CEO of CareInsite and President of
Medical Manager, will become the President of WebMD. Patricia Fili-Krushel will
continue as CEO of WebMD Health, WebMD's Consumer Division and Steve Grant will
continue as Chief Operating Officer of WebMD. Michael A. Singer and John Kang
will continue as Co-CEOs of Medical Manager Health Systems. Fred Goad, former
Chairman of Envoy Corporation, and Jim Kever, former CEO of Envoy, will remain
in charge of WebMD's Transaction Division. Pavan Nigam will remain WebMD's Chief
Technology Officer. WebMD's headquarters will remain in Atlanta, Georgia.
With the completed acquisition of Envoy Corporation (see release dated May 30,
2000), Healtheon/WebMD processes more than 2 billion transactions a year for
U.S. healthcare customers. The combined company is well positioned to enhance
the value provided to payers with an expanded set of services that will help
them reduce administrative inefficiencies and lower their medical loss ratios.
In order to gain widespread adoption, Healtheon/WebMD will integrate its
transaction services into the workflow of the physicians' existing practice
management systems. The combined company will work to rapidly web-enable the
nation's physician community through Medical Manager's installed base of 185,000
physicians and Healtheon/WebMD's relationships with other leading practice
management vendors, IDX, Medic and InfoCure.
"Our combined company's ability to integrate the transaction and portal services
into the workflow of the physicians' current technology platform and to be
responsive to payers' needs coupled with our leading traditional and
Internet-enabled EDI transaction assets will enable all healthcare constituents
to realize the benefits of a more efficient and affordable healthcare system,"
said Jeff Arnold, CEO of Healtheon/WebMD. "Our renegotiated agreements reflect
our shared commitment to complete the transactions as quickly as possible to
allow us to focus on efficiently deploying our merged company's combined assets.
With over $1 billion in cash, the merged company will have the capital necessary
to execute our business plan and reach profitability."
Martin J. Wygod, chairman of Medical Manager and CareInsite, said, "I strongly
believe in the value of this combination and we are committed to completing the
transactions as quickly as possible. Combining our assets and management teams
creates a company with an unparalleled opportunity to transform the
infrastructure of the healthcare industry. While the fragmented healthcare
industry is not without its challenges, we are confident that we can capitalize
on the combined strengths of these companies, including our substantial
physician and payer relationships, in order to reduce costs for the entire
healthcare industry."
The combination of these companies creates an opportunity to not only reduce
costs but to streamline operations in order to bring products to market faster
and more effectively meet customers' needs. The companies have formed an
integration and strategic planning committee that will begin work immediately.
"With the rapid succession of acquisitions recently completed by both
Healtheon/WebMD and CareInsite, there are numerous areas in the combined company
in which significant redundant costs can be eliminated. The goal of the
integration and strategic planning committee will be to determine the best way
to organize and manage the companies' businesses and to develop a cost cutting
program which will be implemented as soon as possible
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after closing the mergers," said Marv Rich, CEO of CareInsite and President of
Medical Manager.
In addition, the companies will immediately begin the development work necessary
to integrate the WebMD portal, called WebMD Practice, with The Medical Manager
system and will begin to pilot a beta of the integrated services with select
Medical Manager physician users.
The company will continue to partner with health plans in major geographic
regions building upon Healtheon/WebMD's strong relationships with payers across
the country and CareInsite's established relationships with the leading payers
in New York, New Jersey, Ohio and Massachusetts. The company expects to gain
depth of physician penetration by creating an all-payer network that makes
available a broad range of services in each local healthcare market. The merged
company expects to build rapidly an integrated services offering, combining its'
administrative, financial and clinical services assets - Envoy, CareInsite,
Kinetra, MedEAmerica and Healtheon/WebMD - which will bring value to the
nation's payers, providers and suppliers.
As originally announced, the combined company will maintain CareInsite's
existing strategic partnership with Cerner (NASDAQ: CERN), the world's leading
clinical information solutions provider, bringing key technologies and
infrastructure services to the organization. Neal Patterson, chairman and chief
executive officer of Cerner reiterated, "We support this merger as it brings
together the right resources, expertise and solutions together to best meet the
vast challenges facing our healthcare system."
Arnold said, "As a result of the mergers, we will be well positioned to use the
strengths of the WebMD portal to serve our health partners. With more than 4
million unique monthly consumer visitors and 120,000 professional users, WebMD
is the most frequently visited health web site by consumers and physicians. By
integrating health partner content and services into the WebMD portal, we can
provide health plans, hospitals, pharmaceutical and medical device companies
with an unparalleled ability to not only reach their customers, but also build
an enduring relationship with their members and physicians."
"The eHealth challenge is tremendous but as one company we possess highly
complementary management skill sets, strong industry relationships and
partnerships, and a shared passion to deliver on our vision," said Mike Long,
chairman of Healtheon/WebMD. "We are committed to completing the deals,
integrating our strong organizations and meeting the challenge of streamlining
the healthcare delivery system to benefit everyone."
ABOUT MEDICAL MANAGER CORPORATION
Medical Manager Corporation operates three lines of business. Medical Manager
Health Systems is a leading provider of physician practice management systems.
Porex Corporation is a leader in the development, manufacturing and distribution
of porous and solid plastic products. CareInsite, Inc., a 68% owned publicly
traded subsidiary, provides innovative healthcare network and clinical
communications services.
ABOUT CAREINSITE, INC.
CareInsite, Inc. provides innovative healthcare network and clinical
communications services that leverage Internet technology to enable the
confidential exchange of clinical, administrative and financial information
among physicians and their patients, and affiliated health plans, providers and
suppliers. CareInsite's services are designed to improve the quality of patient
care and reduce the administrative and clinical costs of healthcare. CareInsite
is a 67% owned subsidiary of Medical Manager Corporation.
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ABOUT HEALTHEON/WEBMD CORPORATION
Healtheon/WebMD is the first end-to-end Internet healthcare company connecting
physicians and consumers to the entire healthcare industry. Healtheon/WebMD is
using the Internet to facilitate a new system for the delivery of healthcare,
resulting in a single, secure environment for all communications and
transactions that will enable a more efficient and cost effective healthcare
system. Healtheon/WebMD has its corporate headquarters in Atlanta and its
technology headquarters in Silicon Valley. For more information visit
http://www.webmd.com.
For more information, visit www.webmd.com, www.medicalmanager.com,
www.careinsite.com
Other than historical information set forth herein, this announcement contains
forward-looking statements that involve risks and uncertainties, including those
relating to the ability of Healtheon/WebMD, Medical Manager Corporation and
CareInsite's services to improve healthcare, decrease clinical and
administrative costs and inefficiencies and accelerate physician adoption.
Actual results could be materially different from those discussed in this
announcement. Factors that could cause actual results to differ include, among
others: the companies' limited operating history, continued growth in the use of
the Internet, and acceptance of the Internet as a secure medium over which to
conduct transactions. Additional risks associated with the companies' businesses
can be found in the companies' periodic filings with the Securities and Exchange
Commission.
