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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
ON MARCH 30, 2000, NEOFORMA.COM, INC., ECLIPSYS
CORPORATION, HEALTHVISION, INC., AND NOVATION, LLC
ISSUED THE FOLLOWING JOINT PRESS RELEASE:
NEOFORMA.COM, ECLIPSYS AND HEALTHVISION TO MERGE; SIGN EXCLUSIVE
E-COMMERCE AGREEMENT WITH NOVATION FOR 6,500 HEALTHCARE ORGANIZATIONS
SANTA CLARA, CA, DELRAY BEACH, FL AND IRVING, TX -- MARCH 30, 2000 --
Neoforma.com, Inc. (NASDAQ: NEOF), Eclipsys Corporation (NASDAQ: ECLP) and
HEALTHvision, Inc., today announced the signing of definitive agreements to
merge and create a new company serving the e-healthcare business-to-business
(B2B) marketplace. In conjunction with the agreements, Neoforma.com announced
that it has signed an exclusive 10-year strategic agreement to provide
e-commerce services for the 6,500 healthcare organizations participating in the
purchasing programs of Novation, LLC, the world's largest buyer of medical
supplies and the supply company of national healthcare alliances VHA Inc. and
University HealthSystems Consortium (UHC).
Neoforma.com is a leading provider of B2B e-commerce services in the healthcare
industry. Eclipsys is a leading provider of end-to-end healthcare information
solutions that enable balanced and improved clinical, financial and
patient-satisfaction outcomes. HEALTHvision is a privately held Internet
healthcare company affiliated with Eclipsys and VHA that provides Web-based
solutions exclusively to local healthcare organizations to connect them with
their key constituents.
Under the terms of the agreements, Eclipsys shareholders will receive 1.344
shares of Neoforma.com common stock for each share of Eclipsys, and HEALTHvision
shareholders will receive 0.444 shares of Neoforma.com common stock for each
share of HEALTHvision not owned by Eclipsys or VHA. Including warrants, VHA and
UHC will receive 58.6 million and 10.7 million shares, respectively, of
Neoforma.com common stock. Completion of the transactions, which will be
accounted for as purchase transactions, is expected mid-year, subject to
regulatory and shareholder approvals. On a pro forma basis, including shares
issuable upon exercise of options and warrants, the new company will have
approximately 210.0 million fully converted shares outstanding. The new company
will be referred to as "Neoforma.com" until a new name is selected.
"The challenge facing the healthcare industry is improving the quality of care
while reducing the cost of its delivery," said Harvey J. Wilson, Eclipsys
chairman and chief executive officer, who will become chairman of the new
company. "Separately, the three organizations are effectively addressing this
issue with complementary expertise. The most effective solution requires an
integrated approach, featuring aggressive use of the Internet to combine B2B
Internet connectivity and end-to-end information flow. By merging the
organizations, the new company catapults to a leadership position in the
e-health marketplace, enabling us to drive the healthcare revolution with local
focus and an established global presence."
According to Bob Zollars, chairman, president and chief executive officer of
Neoforma.com who will become CEO and president of the new company, "We are
extremely excited to offer an unparalleled array of new e-commerce services to
UHC, VHA and other healthcare customers around the world. From Web-based
clinical solutions to innovative supply-chain initiatives, this new company's
breadth of offering will
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be unsurpassed. In addition, we will combine an ASP model, with net transaction
fee revenues, across a highly recurring revenue base."
NOVATION AGREEMENT
The agreement with Novation creates immediate scale for Neoforma.com's
e-commerce platform, as Novation represents more than 30% of U.S. procurement in
healthcare with a membership that includes many of the nation's largest and most
respected healthcare organizations and physicians. Novation also brings an
existing base of relationships with a wide range of healthcare suppliers,
essential to the success of an e-commerce offering and will be active in
recruiting other suppliers to the Neoforma.com marketplace.
Novation already provides the alliance members with highly regarded and utilized
Web-enabled tools, including an online catalog, Web-based cross referencing and
Web tools for standardization. According to Mark McKenna, Novation president,
"We are already an intermediary in this market, and e-commerce is a logical
extension of Novation's core competency of aggregating purchases to reduce
supply costs. The Neoforma.com agreement makes it possible to streamline this
process and create new value for our stakeholders."
In describing the agreement with Neoforma.com, McKenna indicated, "Outsourcing
e-commerce services with an established e-commerce platform enables us to gain
immediate access to the technology and infrastructure required. This will allow
the alliance members to immediately benefit from the reduced procurement costs
and timely access to aggregated purchasing information made possible by the
Internet."
VHA executive vice president Curt Nonomaque noted, "This agreement also builds
on our existing relationships with Eclipsys and HEALTHvision, which provide our
members with care and revenue-workflow solutions that enable them to connect
with their physicians, patients and communities. The combination of these three
companies will enable connectivity among our members' procurement, workflow and
outreach processes."
OVERVIEW OF NEW VENTURE
As a result of the agreement, the new company will represent:
o An unprecedented alliance that will enable companies to rapidly build and
launch B2B marketplaces. By adding the complementary solutions offered by
Eclipsys and HEALTHvision to that of Neoforma.com, customers can be fully
resourced to dramatically cut costs while improving the quality of and
satisfaction with care.
o An integrated set of information solutions that provide a comprehensive
open marketplace Internet-enabled platform, through which Neoforma.com's
existing base of suppliers can interface with the extensive Novation
procurement system of supply partners and buyers.
o A network of over 40,000 physicians consisting of physician practices
served by VHA, and EquipMD, a physician procurement e-commerce company that
Neoforma.com has agreed to acquire.
o A skilled workforce of over 2,000 employees, including clinicians and other
healthcare professionals worldwide who provide technology development,
systems integration, hosting, marketing, operations and support services.
Wilson said the new company will continue to offer the end-to-end solutions
pioneered by Eclipsys, Neoforma.com and HEALTHvision and will begin
cross-selling the Internet-enabling services of the three companies once the
merger is complete.
In addition to the Neoforma.com platform addressing the healthcare purchasing
lifecycle, the new company will provide Eclipsys' Sunrise line of integrated,
knowledge-based applications; its leading-edge eWebIT systems-integration
capabilities; and its comprehensive information-management services, including
application services provider (ASP), business process reengineering, network
services and full IT
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outsourcing. Also immediately available will be HEALTHvision's fast-growing
range of customized, locally branded Web offerings and other Internet-based
healthcare solutions that connect healthcare organizations with their key
constituents and enable secure, interactive patient care.
Zollars stated that "Because the combined companies bring to the new company a
customer base of thousands of the world's leading healthcare organizations, we
have unparalleled opportunities for growth by providing them a single source for
end-to-end, HCO-centric solutions that will support the care, financial and
supply chains and revolutionize the way they deliver healthcare. Whether
customers choose one or several of our solutions, the ultimate `product' we will
offer is a set of unmatched solutions and resources that will deliver them
greater cost savings, efficiencies and a competitive advantage. This includes
the potential to seamlessly integrate across the B2B value chain."
Braden Kelly, a member of HEALTHvision's Board of Directors and principal at
General Atlantic Partners, a founding investor of Eclipsys and HEALTHvision,
stated that "This transaction creates e-health's equivalent of the `Dream Team.'
The combination of Neoforma, Eclipsys and HEALTHvision -- along with long-term
exclusive partnerships with Novation, VHA, and UHC -- immediately establishes
the company as the preeminent B2B information exchange for the healthcare
market. We are enthusiastic about the company's massive potential and the
management team in place to execute on its unified vision." General Atlantic
Partners is one of the world's largest private equity investment firms focused
exclusively on Internet and information-technology investments on a global
basis.
MANAGEMENT TEAM
In addition to Wilson and Zollars, the senior management team will include Fred
Ruegsegger, Neoforma.com's chief financial officer, who will retain that
responsibility at the new company. Other members of the new entity's
senior-management team will be comprised of executives from the merged
companies, with details to be announced at a later date. "In addition to the
scope of our solutions, what differentiates us is the wealth of healthcare
professionals on our team," Wilson said. "Unlike many other companies trying to
capitalize on the e-health explosion, our team has broad, hands-on experience
providing healthcare-related services. That enables us to better understand and
anticipate the needs of our customers in an ever-changing environment."
ABOUT NEOFORMA.COM, INC.
Neoforma.com is a leading provider of business-to-business e-commerce services
in the large and highly fragmented market for medical equipment and supplies.
Neoforma.com offers three primary services that together address the entire
healthcare purchasing lifecycle, from planning through procurement to
liquidation. Neoforma Shop service provides a unified marketplace where
purchasers can easily locate and buy new medical products, and suppliers can
access new customers and markets. Neoforma Auction service creates an efficient
marketplace for idle assets by enabling users to list, sell and buy used,
refurbished and surplus medical products. Neoforma Plan service provides
interactive content to healthcare facility planners to reduce the complexities
of planning and outfitting facilities. For more information, visit the company's
Web site at www.neoforma.com.
ABOUT ECLIPSYS
Eclipsys Corporation, based in Delray Beach, FL delivers end-to-end information
solutions that enable healthcare enterprises to achieve balanced and improved
clinical, financial and satisfaction outcomes. Solutions include its
comprehensive, knowledge-based Sunrise software line; leading-edge integration
solutions; application services provider (ASP) information-management solutions;
business process reengineering; network design and implementation; and full IT
outsourcing. In conjunction with its HEALTHvision affiliate, Eclipsys provides
customized, branded Web-based solutions to local healthcare delivery systems.
Eclipsys has more than 1,400 customer organizations throughout the U.S. and in
17 other countries. For more information, go to www.eclipsys.com or contact
Investor Relations at [email protected].
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ABOUT HEALTHVISION
HEALTHvision is a leading healthcare Internet company focused exclusively on
providing Web-based solutions that are customized and branded to the local
healthcare organization. With its comprehensive e-healthSOURCE(TM) web
infrastructure, HEALTHvision leverages the Internet to enable the local
healthcare organization to improve relationships with consumers, patients and
physicians. A privately held company based in Irving, TX, HEALTHvision was
formed in July 1999 through the merger of the Internet-based products and
resources of Eclipsys and VHA, resulting in a potential customer base of more
than 2,400 healthcare organizations. HEALTHvision is a member of Health Internet
Ethics (Hi-Ethics), a 22-member coalition of top e-healthcare companies
committed to developing industry standards related to patient privacy. For more
information, visit www.healthvision.com.
ABOUT VHA
VHA is a nationwide network of 1,900 leading community-owned healthcare
organizations and their affiliated physicians. The VHA alliance comprises 27
percent of the nation's community hospitals, including many of the nation's
largest and most respected institutions. VHA offers programs and services to
improve financial and clinical performance, and as a cooperative distributes
income annually to members based on their participation. In December 1999, VHA
was named one of the "100 Best Companies to Work For" by Fortune magazine. For
more information on VHA, go to www.VHA.com.
ABOUT UNIVERSITY HEALTHSYSTEM CONSORTIUM
University HealthSystem Consortium (UHC), based in Oak Brook, IL, is an alliance
of 81 academic medical centers and 73 associate members. UHC represents
approximately 70 percent of the academic medical centers in the United States.
For more information on UHC, go to www.uhc.edu.
ABOUT NOVATION
Novation, the supply company of VHA and UHC, two national healthcare alliances,
is based in Irving, TX. Novation serves the purchasing needs of 6,500 healthcare
organizations nationwide, the members and affiliates of VHA, UHC and HealthCare
Purchasing Partners Intl., LLC (HPPI). The foremost supply cost management
organization in healthcare, Novation manages more than $14 billion in annual
purchases for VHA, UHC and HPPI members. In addition to serving VHA and UHC
members, Novation makes its agreements accessible to 4,500 healthcare
organizations that purchase supplies through HPPI, a company also owned by VHA
and UHC. For more information on HPPI, go to www.hppigpo.com. For more
information on Novation, go to www.novationco.com.
ABOUT GENERAL ATLANTIC PARTNERS
General Atlantic Partners, with more than $5 billion in capital under
management, focuses exclusively on global information-technology and
Internet-enabled businesses. GA Partners has invested in over 80 companies,
including Eclipsys, HEALTHvision, E*Trade Group, Priceline.com, Proxicom,
Tickets.com and Predictive Systems. The firm is unique in its global focus, its
long-term approach to investments, and its commitment to provide sustained
assistance aimed at creating maximum value. GA Partners (www.gapartners.com) has
offices in Greenwich, New York, Reston, London, Singapore, Tokyo and Sao Paulo.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release 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
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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.
For a detailed discussion of these and other cautionary statements, please
refer to the joint proxy statement/prospectus to be filed regarding the
business combination transaction as described below, as well as the companies'
filings with the Securities and Exchange Commission, especially in the "Factors
That May Affect Operating Results" section of the Management's Discussion and
Analysis of Financial Condition and Results of Operations section of
Neoforma.com's Form 10-K for 1999 that was filed with the Securities and
Exchange Commission on March 30, 2000, the "Risk Factors" section of
Neoforma.com's S-1 Registration Statement as filed with the Securities and
Exchange Commission on January 21, 2000, the "Certain Factors That May Affect
Future Operating Results/ Risk Factors" section of Eclipsys' Form 10-K for 1999
that was filed with the Securities and Exchange Commission on March 29, 2000
and the "Risk Factors" section of Eclipsys' S-3 Registration Statement filed
with the Securities and Exchange Commission on December 7, 1999 and
subsequently amended.
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.
Neoforma and its officers and directors may be deemed to be participants in the
solicitation of proxies from Neoforma's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors will be included in the joint proxy statement/prospectus
for its 2000 Annual Meeting of Stockholders and in Neoforma's S-4 Registration
Statement to be filed with the Securities and Exchange Commission. This document
will be available free of charge at the Securities and Exchange Commission's Web
site at http://www.sec.gov and from the Neoforma contact listed below.
Eclipsys and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Eclipsys with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors will be included in the joint proxy statement/prospectus
to be filed with the Securities and Exchange Commission. This document will be
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the Eclipsys contact listed below.
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Contacts:
Neoforma.com: Shari Annes
(408) 549-1680 o [email protected]
Eclipsys: Kimberly Kriger or Mark Semer
Kekst and Company
(212) 521-4800
Investor Relations (investors)
(561) 266-2324 o [email protected]
HEALTHvision: Stephanie P. Massengill
(561) 243-1457 o [email protected]
