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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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(Name of Subject Company)
SHARED MEDICAL SYSTEMS CORPORATION
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(Name of Person Filing Statement)
Common Stock, par value $.01 per share
(Including the Associated Preferred Stock Purchase Rights)
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(Title of Class of Securities)
819486 10 1
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(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
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(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.
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ITEMS 1-8.
N/A
ITEM 9. EXHIBITS
Text of Press Release issued by Shared Medical Systems Corporation on June 7,
2000:
FOR IMMEDIATE RELEASE
SIEMENS EXTENDS TENDER OFFER FOR SHARED MEDICAL SYSTEMS CORPORATION TO JUNE 30,
2000
MALVERN, PA -- June 7, 2000 -- Shared Medical Systems Corporation (SMS) (NYSE:
SMS) today announced that it has been informed by Siemens Medical Engineering
Group that a wholly owned subsidiary of Siemens Corporation, Autobahn
Acquisition Corporation, has extended until June 30, 2000 its tender offer for
all of the outstanding shares of common stock of SMS. Siemens commenced its
all-cash tender offer for SMS shares on May 10, 2000 at an offer price of $73
per share, net to the seller.
In a press release issued today, Siemens reported the following:
"Siemens received notice today from the German Federal Cartel Office (FCO) that
it will conduct a further investigation of the planned acquisition of SMS by
Autobahn Acquisition Corporation. Under German antitrust law, the FCO could
take until September 13, 2000 to complete its investigation, which relates only
to the possible effects of the acquisition in Germany. Siemens continues to
believe that the intended acquisition of SMS raises no significant antitrust
issues and is confident that the FCO will give its clearance to the acquisition
well in advance of September 13. Accordingly, Siemens is now extending the
expiration date for the tender offer to the earliest practicable date by which
it currently believes the FCO may give its clearance. Siemens intends to make
every effort to bring the FCO's further investigation to an early conclusion."
About SMS
SMS supplies information systems and professional services to over 5,000 health
enterprises and health providers in North America, Europe, and New Zealand. The
Company offers a full range of clinical, financial, and management applications
to support health providers across the continuum of care. In addition, SMS is a
leading provider of outsourcing, consulting, and implementation services.
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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 Service
Provider (ASP) in healthcare, SMS' ISC processes nearly 80 million transactions
a day with connections to over 400,000 customer workstations and 500 connections
to payers, representing 130 million covered lives. Based in Malvern,
Pennsylvania, SMS reported revenues in excess of $1.2 billion for fiscal year
1999.
Shareholders of Shared Medical Systems Corporation should read the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by SMS on May 10,
2000 because it contains important information. The Schedule 14D-9 and other
filed documents are available for free at the Securities and Exchange
Commission's website at www.sec.gov and from SMS. This release is neither an
offer to purchase nor a solicitation of an offer to sell securities of SMS. The
tender offer has been made solely by an offer to purchase and related letter of
transmittal that was disseminated upon the commencement of the tender offer on
May 10, 2000.
This press release may contain forward-looking statements. Such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in such statements. Among such factors
are the continuation of the current decision-making delay in the healthcare IT
market for longer than expected; changes in length and composition of sales
cycles; non-renewals of customer contracts; inability to keep pace with
competitive, technological and market developments; failure to protect
proprietary software; delays in product development; undetected errors in
software products; customer reductions caused by health industry consolidation;
difficulties in product installation; dependence on suppliers; interruption of
availability of resources necessary to provide products and services;
difficulties encountered by the Company, customers, or others in dealing with
euro conversion issue; changes in economic, political and regulatory conditions
on the health industry, including but not limited to HIPAA; regulation of
additional products as medical devices by the US federal Food and Drug
Administration; fluctuations in the value of foreign currencies relative to the
US dollar, interest rates and taxes; and the factors described in the Schedule
14D-9 filed by SMS and the Schedule TO filed by Siemens on May 10, 2000, as
amended and supplemented.
CONTACT: Julie McDowell (Investors), 610-219-6528
[email protected]
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