Filed by: Medical Manager Corporation
This communication is filed pursuant to
Rules 165 and 425 promulgated under the
Securities Act of 1933, as amended.
Subject Company: Medical Manager Corporation
Commission File Number: 000-17822
Contacts:
Healtheon/WebMD: Medical Manager/CareInsite:
Investor Relations: Investor Relations/Media:
Lew Belote Risa Fisher
404/495-7602 201/703-3400
[email protected] [email protected]
Media:
Dawn Whaley
404/897-2300
[email protected]
HEALTHEON/WEBMD, MEDICAL MANAGER AND CAREINSITE SET RECORD DATES AND
STOCKHOLDER MEETING DATES FOR MERGER APPROVAL
ATLANTA, GA, and ELMWOOD PARK, NJ, August 3, 2000 - Healtheon/WebMD Corporation
(NASDAQ: HLTH), Medical Manager Corporation (NASDAQ: MMGR), and CareInsite, Inc.
(NASDAQ: CARI) today announced that Healtheon/WebMD's Registration Statement on
Form S-4 has been declared effective by the Securities and Exchange Commission.
The Registration Statement relates to the proposed merger transactions between
Healtheon/WebMD, Medical Manager and CareInsite and contains the joint proxy
statement/prospectus for the transactions.
The Boards of Directors of all companies have established August 3, 2000 as the
record date.
Healtheon/WebMD will hold its annual meeting of stockholders on September 12,
2000 at 9:30 am, Eastern time, at the law offices Alston & Bird LLP, One
Atlantic Center, The Gaines Room, 42nd Floor, 1201 West Peachtree Street,
Atlanta, Georgia 30309-3424, to vote on the proposed transactions and other
proposals.
Medical Manager will hold a special meeting of its stockholders on September 12,
2000 at 9:30 am, Eastern time, at the St. Regis Hotel, Two East 55th Street, New
York, New York 10022. CareInsite will hold a special meeting of its stockholders
on September 12, 2000 at 10:00 am, Eastern time, at the St. Regis Hotel, Two
East 55th Street, New York, New York 10022.
Along with stockholder approval, the Healtheon/WebMD merger with Medical Manager
and CareInsite is subject to regulatory review by the Federal Trade Commission
and the Antitrust Division of the United States Department of Justice. The
companies substantially complied with the second request for information by the
Department of Justice on July 28, 2000. The final waiting period will expire at
11:59 pm on August 17, 2000 and may be extended only by court order or consent
of the parties. Subject to receipt of regulatory and stockholder approval,
consummation of the transactions is anticipated to occur shortly after the
stockholders' meetings of all three companies, after which the company will
operate under the corporate name of WebMD.
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About Medical Manager Corporation
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., a 67% owned publicly
traded subsidiary, provides innovative healthcare network and clinical
communications services.
About CareInsite, Inc.
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. CareInsite's services are designed to improve the quality of patient
care and reduce the administrative and clinical costs of healthcare. CareInsite
is a 67% owned subsidiary of Medical Manager Corporation.
About Healtheon/WebMD Corporation
Healtheon/WebMD 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. Healtheon/WebMD has its corporate headquarters in Atlanta and its
technology headquarters in Silicon Valley. For more information visit
http://www.webmd.com.
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 Corporation 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 registration statement on Form S-4 pertaining to the mergers
and in the companies' periodic filings with the Securities and Exchange
Commission.
This does not constitute an offer of securities. Investors are urged to read the
various filings of Healtheon/WebMD Corporation, Medical Manager Corporation, and
CareInsite, Inc. that have been filed and will be filed with the Securities and
Exchange Commission with respect to the pending acquisitions of Medical Manager
and CareInsite by Healtheon/WebMD, including the proxy statement/registration
statement that is required to be filed with respect to the pending acquisitions.
The Securities and Exchange Commission filings are available to the public at
the Securities and Exchange Commission's web site at http://www.sec.gov.
Investors can also obtain free copies of the documents relating to
Healtheon/WebMD by contacting Healtheon/WebMD Investor Relations department at
Healtheon/WebMD Corporation, 400 The Lenox Building, 3399 Peachtree Road, NE,
Atlanta, 30326, (404) 495-7600, http://www.webmd.com. Investors can also obtain
free copies of the documents relating to Medical Manager Corporation, by
contacting the Medical Manager Investor Relations department at Medical Manager
Corporation, 669 River Drive, Center 2, Elmwood Park, New Jersey 07407, (201)
703-3400, http://www.medicalmanager.com. Investors can also obtain free copies
of the documents relating to CareInsite, Inc., by contacting the CareInsite
Investor Relations department at CareInsite, Inc., 669 River Drive, Center 2,
Elmwood Park, New Jersey 07407, (201) 703-3400, http://www.careinsite.com.
