<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SHARED MEDICAL SYSTEMS CORPORATION
---------------------------------------------------------------------
(Name of Subject Company)
SHARED MEDICAL SYSTEMS CORPORATION
---------------------------------------------------------------------
(Name of Person Filing Statement)
Common Stock, par value $.01 per share
(Including the Associated Preferred Stock Purchase Rights)
---------------------------------------------------------------------
(Title of Class of Securities)
819486 10 1
---------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Bonnie L. Shuman, Esq.
General Counsel
Shared Medical Systems Corporation
51 Valley Stream Parkway
Malvern, Pennsylvania 19355-1406
(610) 219-6300
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)
Copy to:
Thomas E. Wood, Esq.
Drinker Biddle & Reath LLP
1000 Westlakes Dr.
Suite 300
Berwyn, Pennsylvania 19312-2409
(610) 993-2200
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
ITEMS 1-8.
N/A
ITEM 9. EXHIBITS
Text of Joint Press Release issued by Siemens Corporation and Shared Medical
Systems Corporation on June 29, 2000:
CONTACT: Tom Varney
Siemens Corporation
(212) 258-4335
[email protected]
Julie McDowell
Shared Medical Systems Corporation
610-219-6528
[email protected]
FOR IMMEDIATE RELEASE
SIEMENS CLEARS GERMAN ANTITRUST FOR PENDING ACQUISITION OF SHARED MEDICAL
SYSTEMS CORPORATION
NEW YORK and MALVERN, PA., June 29, 2000 -- Siemens Medical Engineering
Group (Med) and Shared Medical Systems Corporation (NYSE:SMS) today announced
that the German Federal Cartel Office has concluded its review under the German
merger control laws and cleared Siemens Corporation's pending acquisition of
Shared Medical Systems Corporation (SMS).
As previously announced, Siemens Corporation and SMS have entered into a
merger agreement under which a wholly owned subsidiary of Siemens Corporation,
Autobahn Acquisition Corporation, commenced on May 10, 2000 an all-cash tender
offer for all of SMS's outstanding common stock at a price of $73.00 per share.
The tender offer is conditioned upon, among other things, there being tendered
prior to the expiration date of the tender offer and not withdrawn at least a
majority of the outstanding shares of common stock.
The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, on Friday, June 30, 2000, unless extended.
SMS announced on June 20, 2000 that SMS would pay its regular quarterly
dividend of $.21 per share. The dividend is payable on July 17, 2000 to all
stockholders of record on June
<PAGE>
30, 2000, including those who have tendered their shares. A stockholder's
tendering his or her shares will not affect whether the stockholder is a
stockholder of record on June 30, 2000, and thus will not affect the
stockholder's right to receive the dividend.
The tender offer may be extended on the terms and conditions stated in the
Offer to Purchase. Any extension of the tender offer would be followed as
promptly as practicable by a public announcement, which would be issued no later
than 9:00 a.m. New York City time on the next business day after the previously
scheduled expiration date. Further information and a copy of the Offer to
Purchase may be obtained from the information agent for the offer: Georgeson
Shareholder Communications Inc., 17 State Street, 10th Floor, New York, New York
10004; (212) 440-9800 (bankers and brokers); (800) 223-2064 (all others). Credit
Suisse First Boston Corporation ((800) 646-4543) is the dealer manager for the
tender offer.
Siemens Medical Engineering Group is one of the world's largest suppliers
of innovative products, services and complete solutions for the healthcare
industry. Med covers the full spectrum of products, systems and services,
ranging from advanced diagnostic and therapy imaging systems and audiology
devices, to IT solutions for optimizing processes and improving efficiency in
clinics and private practices. Med posted orders worth 4.14 billion euros (DM8.1
billion; $4.35 billion) and sales of 4.09 billion euros (DM8.0 billion; $4.3
billion) in fiscal 1999, and has some 19,000 employees worldwide.
Siemens AG, the parent of Siemens Medical Engineering, is based in Munich,
Germany. It designs, manufactures and markets a wide range of electrical and
electronic parts and systems.
Founded in 1969, Shared Medical Systems Corporation has over 30 years of
network computing experience, operating the industry's largest Information
Services Center (ISC) and Health Information Network for application hosting, e-
commerce, enterprise systems management, and managed Internet services. SMS
specializes in information solutions for hospitals, provides process and
structural consulting, application services and manages IT infrastructures. As
the premier Application Service Provider (ASP) in healthcare, SMS's ISC operates
health applications for over 1,000 health providers with connections to over
400,000 customer workstations, and processes 80 million transactions each day.
