SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SHARED MEDICAL SYSTEMS CORPORATION
(Name of Subject Company (Issuer))
AUTOBAHN ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
SIEMENS CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
SIEMENS AKTIENGESELLSCHAFT
(Name of Filing Person (Offeror))
COMMON STOCK,
PAR VALUE $0.01
PER SHARE
(Title of Class of Securities)
819486101
(CUSIP Number of Class of Securities)
KENNETH R. MEYERS
SIEMENS CORPORATION
153 E. 53RD STREET
NEW YORK, NEW YORK 10022
(212) 258-4000
with a copy to:
BENJAMIN F. STAPLETON III, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004-2498
(212) 558-4000
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
- - - - - - - --------------------------------------------------------------------------------
CALCULATION OF FILING FEE
Transaction valuation Amount of filing fee
Not Applicable
- - - - - - - --------------------------------------------------------------------------------
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
ITEMS 1 - 11.
N/A
ITEM 12. EXHIBITS
Text of Press Release issued by Siemens Corporation and Shared Medical Systems
Corporation on May 1, 2000
SIEMENS
FOR IMMEDIATE RELEASE CONTACT: Thomas Varney
Siemens Corporation
212-258-4335
Julie McDowell
Shared Medical Systems
610-219-6528
SIEMENS TO ACQUIRE SHARED MEDICAL SYSTEMS FOR $2.1 BILLION
Medical Engineering Group to strengthen its range of services and IT solutions
for the healthcare industry.
ERLANGEN, GERMANY and MALVERN, PA --May 1, 2000 -- Siemens Medical
Engineering Group (Med) today announced that Siemens has reached an agreement to
purchase Shared Medical Systems Corporation (NYSE: SMS) for $73 per share in
cash. Siemens and SMS expect the all cash tender offer to be launched within the
next 10 days. The offer is worth a total of approximately $2.1 billion. With
annual sales of some $1.2 billion and 7,600 employees, SMS is one of the world's
leading suppliers of services and IT systems for administrative and clinical
processes in the healthcare industry.
"This action is part of our strategy to substantially strengthen the
range of services and IT solutions in the Siemens portfolio. Services currently
account for 25 percent of our sales and our goal is to increase this to 50
percent. Moreover, the acquisition is an ideal move for bolstering our position
in the U.S. market and further confirms Siemens' transformation into an
IT-driven, high-tech company," said Dr. Heinrich V. Pierer, President and CEO of
Siemens AG.
<PAGE>
Siemens estimates that the IT market in the healthcare sector will grow
ten percent annually. "From a strategic perspective, our competencies in medical
technologies and SMS' strength in healthcare information technology and
networking makes this an optimal fit. This puts us in a position to offer our
customers a unique package of complete solutions and will further differentiate
us from other suppliers. Our aim is to enable more effective healthcare
management while simultaneously helping to improve the quality and lower the
cost of healthcare around the world," added Erich R. Reinhardt, President of
Siemens Medical Engineering Group.
Marvin S. Cadwell, President and CEO, SMS stated, "This agreement
unites SMS with one of the world's largest and most profitable companies serving
the healthcare marketplace. We are excited about the opportunities that this
presents for our employees and customers and the value it provides to our
shareholders. We share a dedication to providing solutions that improve the
quality and efficiency of healthcare. I believe that this merger will enable us
to better meet the demands of today's changing healthcare marketplace."
SMS specializes in information solutions for hospitals, provides
process and structural consulting, application services, and manages IT
infrastructures.
Founded in 1969, SMS 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. As the premier Application Services
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.
Siemens Medical Engineering (Med) 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 Medical Systems, Inc., Iselin, NJ, is the U.S. affiliate of the
Medical Engineering Group of Siemens AG. The Company employs nearly 4,500 people
in the U.S. and reported annual sales of approximately $1.8 billion.
The tender offer will be conditioned upon, among other things, SMS
shareholders tendering and not withdrawing prior to the expiration date of the
tender offer at least a majority of the shares of SMS common stock, as well as
the expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and receipt of approval from German antitrust
authorities.
<PAGE>
Shareholders of Shared Medical Systems should read the tender offer
statement when it is available because it contains important information. The
tender offer statement and other filed documents will be available for free at
the Securities and Exchange Commission's website at www.sec.gov and from Shared
Medical Systems. This release is neither an offer to purchase nor a solicitation
of an offer to sell securities of Shared Medical Systems. The tender offer will
be made solely by an offer to purchase and related letter of transmittal to be
disseminated upon the commencement of the tender offer.
NOTE: PROF. REINHARDT OF SIEMENS AND MR. CADWELL OF SMS WILL HOLD A TELEPHONE
BRIEFING FOR MEDIA ON THE DAY OF THE ANNOUNCEMENT, MONDAY, MAY 1, BETWEEN 8:00
AND 8:30 A.M. EASTERN STANDARD TIME. JOURNALISTS SHOULD CALL 800-619-7394. THE
ACCESS CODE IS 4327. CALLERS TO THE U.S. SHOULD DIAL 712-257-3648 USING THE
ACCESS CODE 4327.
