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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 ACQUISITIONS OF
ECLIPSYS, HEALTHVISION AND THE
PROPOSED COMMERCIAL RELATIONSHIP WITH NOVATION
[NEOFORMA.COM LOGO] [ECLIPSYS LOGO] [HEALTHvision LOGO]
INTRODUCING
Healthvision
Accelerating e-health solutions for healthcare organizations
With the proposed merger of Neoforma.com, Eclipsys, and HEALTHvision, we expect
to create the leading e-health company, Healthvision, that will offer
clinical/care, financial, and supply chain solutions. All three of us are
focused on bringing the best Internet solutions to healthcare organizations.
Eclipsys solutions are already in 1,400 hospitals; the HEALTHvision Internet
infrastructure is used by 1,200 facilities; and Neoforma.com was recently named
the exclusive provider of e-commerce supply chain management services to
Novation, the largest healthcare purchasing organization in the world. When the
mergers are complete, we believe we will have created the first mover solution
in healthcare technology - a company that offers the broadest range of component
solutions, all of which are operational today and directly address 80 percent of
healthcare organizations' costs.
- - ECLIPSYS brings industry-leading solutions that support both care and
revenue management, providing strong clinical, access and financial
knowledge-based solutions that help healthcare organizations (HCO)
balance and improve their clinical, financial and satisfaction outcomes.
In addition, Eclipsys provides a suite of Internet-based application
integration solutions via its eWebIT(TM) technology.
- - HEALTHvision brings customers a common Internet infrastructure that uses
an open, HCO-based e-health platform which connects patients, their
families, consumers, employees, and physicians. In particular, it is the
pioneer of a next-generation web-based physician/patient secure clinical
messaging system.
- - Neoforma.com brings a global, neutral e-commerce marketplace. The
recently announced relationship with Novation will bring new scale to
the exchange through Novation's agreement to exclusively promote
Neoforma.com's marketplace to the over 6,500 healthcare organizations
and 25,000 physicians using its supply chain management services.
Completion of the recently announced merger with EquipMD will bring
access to an additional 15,000 physicians. Neoforma.com's Shop, Auction
and Plan services together address the entire healthcare purchasing
lifecycle.
- - NOVATION, the supply company of VHA and UHC, two national healthcare
alliances, represents approximately 30% of healthcare purchasing in the
U.S. The foremost supply cost management organization in healthcare,
Novation manages more than $14 billion in annual purchases for members
and affiliates of VHA, UHC and HealthCare Purchasing Partners Intl., LLC
(HPPI).
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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.
