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Filed By Neoforma.com, Inc.
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: Eclipsys, Inc.
HEALTHvision, Inc.
Novation, LLC
Commission File No.: 000-28715
HANDOUT REGARDING NEOFORMA'S PROPOSED ACQUISITION OF ECLIPSYS AND
HEALTHVISION AND THE PROPOSED COMMERCIAL RELATIONSHIP WITH NOVATION
[NEOFORMA.COM LOGO] [ECLIPSYS LOGO] [HEALTHvision LOGO]
INTRODUCING
HEALTHVISION
Accelerating e-health solutions for healthcare organizations
We are pleased to announce the proposed mergers of Neoforma.com, Eclipsys, and
HEALTHvision. These mergers come at a critical time in the history of the
healthcare industry. With a rapidly changing landscape, the need for innovative,
e-health solutions has never been greater. We believe that the new company,
Healthvision, will deliver a broad range of effective clinical, financial and
supply chain solutions to healthcare organizations (HCO's). The proposed new
company will be built on a strong foundation. Each of the three merging
businesses has a proven track record.
ECLIPSYS
Eclipsys' end-to-end information solutions are used by more than 1,400
hospitals. The company's industry-leading solutions support both care and
revenue management, delivering strong clinical, access and financial
knowledge-based systems to help healthcare organizations to improve and balance
their clinical, financial and satisfaction outcomes. In addition, Eclipsys
provides a suite of Internet-based application integration solutions via its
eWebITtm technology as well as a complete array of technology infrastructure
services.
HEALTHVISION
The HEALTHvision HCO-based e-health platform is used by 1,200 facilities to
connect patients, their families, consumers, employees, and physicians,
improving the interaction among these groups. Leveraging a common Internet
infrastructure, HEALTHvision has created the industry's first open, secure
clinical messaging system, enabling secure, interactive patient care.
NEOFORMA.COM
A leading provider of business-to-business services for healthcare providers,
Neoforma.com has dramatically streamlined the purchasing process within the
industry by developing a global, neutral e-commerce marketplace. The company's
Shop, Auction and Plan services together supply a complete solution for the
healthcare purchasing lifecycle.
In connection with the proposed mergers, NOVATION recently named Neoforma.com as
its exclusive provider of e-commerce supply chain management services. The
foremost supply chain management organization in healthcare, Novation represents
approximately 30% of healthcare purchasing in the US, and manages more than $14
billion in supply purchasing for members and affiliates of VHA, UHC, and
HealthCare Purchasing Partners Intl., LLC. Under this agreement, Novation will
exclusively promote Neoforma.com's marketplace to the more than 6,000 healthcare
organizations and 25,000 physicians using its services. The completion of
Neoforma.com's recently announced merger with EquipMD will provide access to an
additional 15,000 physicians.
When the mergers are complete, we believe our company will offer a broad range
of component solutions, all of which are in place and operational today. We
believe Healthvision will enable healthcare organizations and medical
professionals to improve patient care and streamline administration, and will
constitute a powerful new force in e-health.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This information contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of 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,
Eclipsys, or HEALTHvision, stockholders to approve the mergers; the risk that
the Neoforma, 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.
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 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 and Eclipsys by directing such requests to the respective contacts
listed above.
