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Filed by: Healtheon/WebMD Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: CareInsite, Inc.
Commission File No.: 000-26345
THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. INVESTORS ARE URGED TO READ THE VARIOUS
FILINGS OF HEALTHEON/WEBMD CORPORATION AND CAREINSITE, INC. WITH THE SECURITIES
AND EXCHANGE COMMISSION, INCLUDING THE PROXY STATEMENT/REGISTRATION STATEMENT
THAT IS REQUIRED TO BE FILED WITH RESPECT TO THE TRANSACTION DESCRIBED BELOW
PRIOR TO THE VOTE OF THE SHAREHOLDERS OF CAREINSITE, INC. WITH RESPECT TO THE
MERGER AND THE VOTE OF SHAREHOLDERS OF HEALTHEON/WEBMD WITH RESPECT TO THE
ISSUANCE OF THE COMMON STOCK OF HEALTHEON/WEBMD CORPORATION IN THE MERGER.
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MEDICAL MANAGER-CAREINSITE-HEALTHEON/WEBMD INVESTOR CALL
JUNE 19, 2000
OPERATOR:
Good morning, ladies and gentlemen, and welcome to the Healtheon/WebMD, Medical
Manager and CareInsite conference call. Before we begin our call this morning,
we would like to remind you that this call is being recorded. At this time, I
would like to turn the conference over to Ms. Jeannine LaPietra who will read
the safe harbor language. Please go ahead, ma'am.
JEANNINE LAPIETRA:
Thank you, operator. Before we begin the call this morning, I would like to
briefly comment on forward-looking statements you may hear during this call.
Other than historical information set forth herein, this conference call may
contain forward looking statements that involve risks and uncertainties,
including those relating to the ability of Healtheon/WebMD, Medical Manager and
CareInsite's services to decrease costs and improve patient care. Actual results
could be materially different from those discussed in this announcement. Factors
that could cause actual results to differ include, among others, the limited
operating history of the three companies, 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' business can be
found in the companies' periodic filings with the Securities and Exchange
Commission.
Also, this conference call will be available for replay until June 30, 2000 at
800-203-1112, passcode 979941.
I'd like to now turn this call over to Mike Long, Chairman of Healtheon/WebMD.
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MIKE LONG:
- Thanks and good morning. Joining on the call today: Jeff Arnold, CEO of
Healtheon/WebMD Marty Wygod, Chairman of Medical Manager and CareInsite
- February 14th, Healtheon/WebMD announced its intention to acquire
Medical Manager and CareInsite. Today, we are announcing restructured
terms of that transaction.
- We will outline the restructured terms of the transaction. Hear from
Jeff and Marty on steps moving forward and their thoughts. Followed by
Q&A for balance of hour.
TERMS:
- As most of you know, CareInsite is publicly traded subsidiary of
Medical Manager, which currently holds approximately 67% of CareInsite.
- Healtheon/WebMD will acquire outstanding shares of Medical Manager and
CareInsite shares that Medical Manager does not own for approximately
134 million shares of its stock.
- Equates to following fixed exchange ratios: Healtheon/WebMD will issue
2.5 shares of its common stock for each share of Medical Manager and
1.3 shares for each share of CareInsite, as previously announced, not
owned by Medical Manager.
- Including shares issued in the recent acquisition of Envoy, primary
shares outstanding after the merger with Medical Manager and
CareInsite, will be approximately 372 million shares. There is no cash
involved in this transaction.
- This is a purchase transaction and subject to regulatory and
shareholder approval.
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BOARD AND CO-CEO:
- Review some important management changes as well as a restructured
composition of the board of directors.
- Healtheon/WebMD and Medical Manager will be equally
represented on the Board with an additional director, Dennis
Gillings, CEO of Quintiles Transnational Corporation, the
former owner of Envoy Corporation.
- I will continue in my executive capacity as an active chairman
of the board.
- Jeff Arnold and Marty Wygod become co-CEO's of the combined company.
Marty, Jeff and I have built a strong relationship over the last few
months and expect this to continue as we move forward. This Co-CEO
position provides excellent opportunity to bring together highly
complementary expertise. Jeff's valuable Internet, management and
marketing experience in addition to a strength in building strategic
relationships coupled with Marty's extensive experience in growing
large public companies, healthcare background and solid relationships
with the payer industry makes for an incredibly strong combination.
- Sharing the CEO role with Jeff demonstrates Marty's commitment to
maintaining an active role.
I will now turn call over to Jeff to walk through the additional changes
announced today and the implications.
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JEFF ARNOLD:
- Before getting into the specifics, I also want to express my support and
commitment to completing this transaction as quickly and as smoothly as
possible. I believe that this renegotiated agreement reflects this
commitment and am looking forward to completion so that we can turn our
attention to capitalizing on our merged company's strengths.
ADDITIONAL MANAGEMENT TEAM:
- Marv Rich, current CEO of CareInsite and President of Medical Manager,
will become President of the combined company.
- Patricia Fili-Krushel will continue as CEO of WebMD Health,
Healtheon/WebMD's Consumer Division
- Steve Grant will continue as Chief Operating Officer of the combined
company
- Pavan Nigam will continue as Chief Technology Officer
- John Kang and Mickey Singer will continue as Co-CEO's of Medical
Manager Health Systems
- Fred Goad and Jim Kever will remain in charge of Transaction Division.
- Truly believe our management team's depth and breadth in healthcare,
software development and the Internet is unsurpassed. All of these
management changes will be effective at closing.
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PROGRESS ON THE TRANSACTION:
- In addition to a very strong management team, after transaction closes,
the cash balance of the combined company approximately $1 billion.
- Have made the appropriate Hart-Scott-Rodino filings and have received
request for additional information from DOJ. Are in process of
complying with request and expect to receive regulatory clearance and
close transaction in late September.
- Expect to file the S-4 today.
NEW NAME:
- Merged company to be called WebMD. Speaks to our focus on integration,
operating as one company.
- With new name, company well positioned to deploy the strengths of the
WebMD.com portal on behalf of health partners. More than 4 million
monthly consumer visitors and 120,000 professionals, WebMD most
frequently visited health web site [by consumers and physicians].
- By integrating health partner content and services into the WebMD
portal, can provide health plans, hospitals, pharmaceutical and medical
device co's with unparalleled ability to reach their members and
customers.
- Also, important to have one global brand.
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INTEGRATION:
- Well-positioned to tackle significant challenge of integrating the
companies into one company, WebMD.
- Flurry of acquisitions recently completed at Healtheon/WebMD,
CareInsite and Medical Manager - with this comes the opportunity to
eliminate redundancy.
- Important part of our immediate task will be to eliminate redundant
costs are also clearly focused on streamlining operations enabling us
identify market opportunities, bring products to market faster and more
effectively meet customers' needs.
FUTURE STEPS:
- The companies formed an integration and strategic planning committee
that will begin work immediately. Marv Rich and Steve Grant will be
leading an integration committee - which has already starting the
planning process. The goal of the committee is to plan the best way to
integrate and manage the companies' businesses and develop cost cutting
initiatives. These plans will be implemented immediately upon closing
of the merger. Streamlining operations will bring our services to
market faster and more effectively meet customers' needs.
CLOSING:
- Healtheon/WebMD has a monumental vision and while the execution
challenge that lies ahead of us is certainly not one to be minimized, I
am more convinced than ever that we have the right people, the right
assets and the right business model to make this company successful in
its mission. We have made significant progress - 100+ partnerships,
growing trafic on professional and consumer portal, closing deal with
ENVOY and already made great progress on integrating all EDI operations
into ENVOY
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- To gain widespread adoption, WebMD will integrate transaction services
into the workflow of physicians' existing practice management systems
by making WebMD Practice part of physician's daily routine. Do this by
working with Medical Manager's installed base of 185,000 physicians and
WebMD's relationships with other leading practice management vendors
IDX, Medic and InfoCure - to rapidly web-enable nation's physician
community.
- The restructuring reflects shared commitment to complete the deal,
effectively combine the strengths represented by the three companies
and ultimately achieve profitability in 2001.
Before I turn the call over to Marty, I'd like to say how personally excited I
am about the opportunity to work together as co-CEO's - especially with Marty's
track record of running profitable, public companies and deep healthcare
experience. Marty.
MARTY WYGOD:
Thanks Jeff. I am pleased to be here today to announce the terms of our
restructured agreements and to express my strong belief in the value of this
combination. I, too, look forward to working with you as co-CEO and being able
to complement each other with our respective skill sets. We believe the assets
we have assembled between these companies are the right ones to achieve our
mission - that is, to connect and empower physicians, payers, patients and all
participants in healthcare to realize the benefits of a more efficient and
affordable healthcare system.
Unlike many pure Internet plays in e-health, we will have the advantage of using
more traditional assets such as Envoy and Medical Manager - each of which are
well-respected, profitable businesses on their own - to provide the much needed
foundation to support the widespread deployment of Internet technology in
healthcare.
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We will combine these assets with the innovative, web-based development efforts
ongoing today at Healtheon/WebMD and CareInsite. The ease of access the Internet
brings in connecting physicians, payers and consumers along with the
introduction of new clinical applications at the point of care can enable our
company to have a meaningful impact on the quality as well as the cost of care.
I believe our combined ability to aggregate physicians, contract with payers to
deliver value-based services, and then drive adoption by integrating with a
physician's current workflow and making the services "all-payer" and therefore
"all-patient" will be the foundation for achieving our goals.
Nevertheless, I've been in this fragmented industry for the last thirty years
and I know that we will encounter stumbling blocks along the way and maybe find
things take longer or cost more than anticipated. Having said that, I am
confident that with the strategic assets and resources we have in place, we will
be at the center of the evolution that will occur in this country's healthcare
system. We are fortunate to have in this combined company the breadth of
operating assets, financial resources and specialized management to tackle this
tremendous opportunity.
Open call up for Q&A
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