SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
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): February 13, 2000
HEALTHEON/WEBMD CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-24975 94-3236644
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 495-7600
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Item 5. Other Events
On February 13, 2000, Healtheon/WebMD Corporation, a Delaware
corporation ("Healtheon/Web/MD"), and Medical Manager Corporation, a Delaware
corporation ("Medical Manager") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), providing for the acquisition of Medical Manager by
Healtheon/WebMD through the merger of Medical Manager with and into
Healtheon/WebMD, with Healtheon/WebMD as the surviving corporation (the
"Merger"). Pursuant to the Merger Agreement, each share of common stock of
Medical Manager issued and outstanding immediately prior to the effective time
of the Merger will be converted into the right to receive 1.65 shares of common
stock of Healtheon/WebMD.
Also on February 13, 2000, Healtheon/WebMD, Avicenna Systems
Corporation, a Massachusetts corporation ("ASC"), and CareInsite, Inc., a
Delaware corporation and majority-owned subsidiary of ASC ("CareInsite"),
entered into an Agreement and Plan of Merger (the "CareInsite Merger
Agreement"), providing for the acquisition of CareInsite by Healtheon/WebMD
through the merger of CareInsite with and into ASC, with ASC as the surviving
corporation (the "CareInsite Merger"). ASC is a wholly owned subsidiary of
Medical Manager. Pursuant to the CareInsite Merger Agreement, each share of
common stock of CareInsite issued and outstanding immediately prior to the
effective time of the CareInsite Merger and not owned by ASC will be converted
into the right to receive 1.3 shares of common stock of Healtheon/WebMD.
Consummation of the Merger and the CareInsite Merger is subject to
certain conditions, including (i) approval by the stockholders of each of
Healtheon/WebMD, Medical Manager and CareInsite and (ii) expiration or
termination of the waiting period under the Hart- Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The consummation of the Merger is also
conditioned on the satisfaction of all conditions to the CareInsite Merger.
In connection with the Merger, certain stockholders of Medical Manager
have entered into a voting agreement, dated as of February 13, 2000, pursuant to
which those stockholders agree to vote in favor of adopting the Merger Agreement
and approving the Merger. In addition, certain stockholders of Healtheon/WebMD
have entered into a voting agreement, dated as of February 13, 2000, with
Medical Manager and CareInsite, pursuant to which those stockholders agree to
vote in favor of adopting the Merger Agreement and approving the Merger.
In connection with the CareInsite Merger, Healtheon/WebMD has entered
into voting agreements, dated as of February 13, 2000 with two significant
holders of common stock of CareInsite, ASC and Cerner Corporation, pursuant to
which each of ASC and Cerner have agreed to vote their shares of CareInsite
common stock in favor of the CareInsite Merger.
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In addition, Medical Manager, which has the power to vote all shares of ASC
(which, in turn, beneficially owns and has the power to vote 50,763,375 shares
of CareInsite common stock), has entered into a voting agreement, dated as of
February 13, 2000, with Healtheon/WebMD, pursuant to which Medical Manager has
agreed to vote its ASC shares and to cause ASC to vote its CareInsite shares in
favor of the CareInsite Merger.
A copy of the joint press release issued by Healtheon/WebMD, Medical
Manager and CareInsite on February 14, 1999 is attached hereto as Exhibit 99.1
and is hereby incorporated by reference in its entirety. The Merger Agreement,
the CareInsite Merger Agreement and the voting agreements described herein will
be filed on a Form 8-K promptly after the date hereof.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Joint Press Release, dated February 14, 2000, by
Healtheon/WebMD Corporation, Medical Manager
Corporation and CareInsite, Inc.
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EXHIBIT INDEX
Exhibit
No. Description
- - - - - ------- -----------
99.1 Joint Press Release, dated February 14, 2000, by
Healtheon/WebMD Corporation, Medical Manager
Corporation and CareInsite, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHEON/WEBMD
CORPORATION
Date: February 14, 2000 By: /s/ Jack Dennison
-----------------------------------
Name: Jack Dennison
Title: Executive Vice President and
General Counsel
Exhibit 99.1
Contacts:
Healtheon/WebMD:
Medical Manager Corp./CareInsite, Inc.:
Investor Relations:
Investor Relations/Media:
John R. Runningen
Risa Fisher
404/495-7680
201/703-3400
[email protected]
[email protected]
Media:
Jennifer Meyer
212/880-5253
[email protected]
HEALTHEON/WEBMD TO ACQUIRE MEDICAL MANAGER AND CAREINSITE
TO IMPROVE THE EFFICIENCY AND EFFECTIVENESS
OF THE HEALTHCARE DELIVERY SYSTEM
Combined Company Poised to Deliver Comprehensive, Internet-Enabled Connectivity
and Services to Physicians, Payors, Consumers and the Entire Healthcare Industry
ATLANTA AND ELMWOOD PARK, NJ (February 14, 2000) -- Healtheon/WebMD Corp.
(NASDAQ: HLTH) has signed definitive agreements to acquire Medical Manager
Corporation (NASDAQ: MMGR), a leading provider of physician practice management
systems, and its publicly traded subsidiary, CareInsite, Inc. (NASDAQ: CARI), a
provider of innovative healthcare network and clinical communication services.
With the goal of improving the healthcare industry, the acquisitions bring
together companies with complementary strengths and a shared vision aimed at
reducing healthcare costs and improving the quality of care, by providing access
to information and replacing inefficient healthcare processes with convenient,
and efficient technology, tools and services.
Under the terms of the agreement, Healtheon/WebMD will pay 1.65 shares of
Healtheon/WebMD common stock for each share of Medical Manager and 1.3 shares
for each share of CareInsite not owned by Medical Manager. Completion of the
acquisitions, which will
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be accounted for as a purchase transaction, is expected mid-year, subject to
regulatory and shareholder approvals.
"The merger of these three companies represents a critical step in the
realization of our collective vision to transform the healthcare industry by
using the Internet to enable a more efficient and effective healthcare delivery
system," said Jeff Arnold, chief executive officer of Healtheon/WebMD. "Each
company brings unique core competencies that will facilitate a new paradigm in
healthcare. With more than 5,000 employees, world-class partnerships, market-
leading technology, the leading Internet healthcare brand and over $1.5 billion
in cash, we are extremely excited about the potential of these combined
resources to accelerate the realization of our vision."
Uniting to Make Better Healthcare a Reality
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The combined companies are well positioned to increase efficiencies and lower
costs in the $1.2 trillion healthcare industry, which has been estimated to
generate $280 billion in unnecessary administrative and clinical expenditures
each year. Currently, only an estimated 10 percent of the 30 billion annual
healthcare transactions are electronic, representing a significant opportunity
for the combined company to replace paper-based inefficiencies with streamlined
electronic communications. This combination expands the critical mass in
clinical, financial and administrative transactions, which enhances a
comprehensive suite of services for physicians, consumers, payors, providers and
suppliers.
"We aim to transform the underlying information infrastructure of the healthcare
industry and simplify the system for the benefit of patients, physicians and
payors," said Martin J. Wygod, chairman of Medical Manager and CareInsite.
"Teaming up with Healtheon/WebMD accelerates and strengthens our ability to add
value to all healthcare participants. Our offerings are designed to increase
access to information, drive seamless connectivity, and reduce administrative
and clinical inefficiencies. By providing a more efficient healthcare system, we
can ultimately help people lead healthier lives."
New Services Broaden Value to Payors, Physicians and Consumers, Will Reduce
Administrative and Medical Costs
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Medical Manager is a leading supplier of practice management systems (PMS) in
the United States with an installed base of approximately 33,000 sites,
representing an estimated 185,000 physicians, including the pending acquisition
of Physician Computer Network (PCN). This base is supported by Medical Manager's
2,500 sales and support representatives. CareInsite is an Internet-based
healthcare network for physicians, payors, suppliers and patients which is
designed to enable physicians to conduct clinical and administrative
transactions that deliver relevant information at the point of care.
Healtheon/WebMD aggregates physicians and consumers on one portal,
www.webmd.com, and provides content, connectivity and administrative transaction
services to the healthcare industry.
The combined companies are positioned to enhance the value provided to payors
with an expanded set of services that will help them reduce administrative
inefficiencies and lower their medical loss ratios. With streamlined
communications to share up-to-the-minute information
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between physicians, consumers, payors, providers and suppliers, all parties will
realize the benefits of a more efficient and affordable healthcare system.
Based on the complementary assets and the integration of WebMD Practice with the
combined company's desktop solutions, it is expected that physician adoption
will be accelerated and additional transactions will be driven through the
installed base of physicians. Additionally, the services available to
physicians, payors and laboratories will be significantly enhanced by leveraging
the assets of The Medical Manager installed base with the administrative
transactions, clinical applications and WebMD Practice's premium services such
as transcription, e-commerce and clinical news.
Michael A. Singer, co-chief executive officer of Medical Manager Corp. said,
"Soon, offices that use The Medical Manager will be able to access a co-branded
version of WebMD services. These physicians will be able to remotely access The
Medical Manager from home, office or hospital, via WebMD Practice. With access
to the appointment calendar, patient charts, even hospital rounds data, WebMD
will become an essential part of the physician's daily routine."
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The combined services will enhance the physician and patient relationship with
innovative Internet-based healthcare management services for consumers, such as
scheduling appointments, requesting prescription refills and renewals, and
eventually managing their personal health records. In addition, patients will be
able to communicate directly with their health plans to obtain referrals, check
their benefits, co-pay levels and status of claims and deductibles. These
capabilities are designed to enhance the consumer product offering to raise the
level of service, lower costs and provide greater accessibility to information
and healthcare providers for consumers.
CareInsite's regionally-focused strategy combined with Medical Manager's
nationwide presence complements Healtheon/WebMD's national approach.
CareInsite's regional approach has yielded a significant payor and physician
presence in its first major market, New York/New Jersey. This regional strategy
builds upon Healtheon/WebMD's broader, national approach to establish a leading
brand in healthcare, successfully aggregating consumers and physicians on the
Internet.
As part of the agreement, Healtheon/WebMD 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. "This alliance brings the right resources,
expertise and solutions together to best meet the vast challenges facing our
healthcare system," said Neal Patterson, chairman and chief executive officer of
Cerner.
Experienced Management Team with Extensive Healthcare, Technology, Internet and
Branding Expertise
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Medical Manager and CareInsite bring established industry leaders with proven
expertise in physician practice management, clinical informatics, pharmacy
benefit management and health plan operations to the Healtheon/WebMD executive
team.
Jeff Arnold will remain chief executive officer.
Mike Long will remain chief operating officer and become co-chairman. \
Martin J. Wygod, chairman of Medical Manager and CareInsite, will become
co-chairman.
Michael A. Singer will remain chief executive officer of Medical Manager Health
Systems.
Three Medical Manager directors will join Healtheon/WebMD's board.
"The acquisition brings together senior management with complementary skills and
a mutual history of innovation in both Internet and healthcare services," said
Mike Long, chairman and chief operating officer of Healtheon/WebMD. "The
addition of CareInsite's and Medical Manager's executive management teams brings
an extraordinary level of depth to our organization. These are health care
executives with proven track records of leadership, execution and demonstrated
ability to deliver value to customers and shareholders - inventing the pharmacy
benefit management industry, re-engineering the managed care enterprise, and
creating the physician office automation business."
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About Medical Manager Corporation
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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., 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.
About CareInsite, Inc.
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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. The Company's services are designed to improve the quality of patient
care and reduce the administrative and clinical costs of healthcare. CareInsite
is a 69% owned subsidiary of Medical Manager Corporation.
About Cerner Corporation
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Cerner Corporation is a leading supplier of clinical and management information
systems to more than 1,000 healthcare organizations worldwide. Cerner's mission
is to connect the appropriate persons, knowledge, and resources at the
appropriate time and location to achieve the optimal health outcome. Cerner's
vision of proactive healthcare management drives innovation in the development
of effective solutions for today's healthcare challenges, while creating a
foundation for tomorrow's healthy populations.
About Healtheon/WebMD
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Healtheon/WebMD (NASDAQ: HLTH) 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. With corporate headquarters in Atlanta and
technology headquarters in Silicon Valley, the company was formed in November
1999 as a result of the merger of Healtheon Corporation, WebMD, Inc, MEDE
America and Medcast.
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 Corp. 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 SEC.
