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Filed by Eclipsys Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Shared Medical Systems Corporation
Commission File No. 001-13303
Contact:
Kimberly Kriger or Mark Semer
Kekst and company
(212) 521-4800
ECLIPSYS NOMINATES FOUR CANDIDATES TO REPLACE MAJORITY OF
SHARED MEDICAL SYSTEMS BOARD
-- ACTION TAKEN IN RESPONSE TO SMS' UNWILLINGNESS
TO DISCUSS ECLIPSYS' FRIENDLY MERGER PROPOSAL --
DELRAY BEACH, FL -- MARCH 6, 2000 -- Eclipsys Corporation (NASDAQ: ECLP), a
leading provider of end-to-end information solutions that enable healthcare
enterprises to balance and improve clinical, financial and satisfaction
outcomes, today reported that it has submitted a formal proposal to elect four
new independent directors to replace a majority of the current Board of
Directors of Shared Medical Systems Corporation (NYSE: SMS). On March 2,
Eclipsys announced that it had offered to merge with SMS in a $2 billion
transaction that values SMS stock at $67 per share. SMS responded the next day
that it is "uninterested" in pursuing a merger with Eclipsys; however, since the
Eclipsys offer was announced, the proposed transaction has been strongly
supported by numerous industry analysts.
Harvey J. Wilson, Eclipsys' Chairman and Chief Executive Officer, said: "Despite
SMS' refusal to negotiate a friendly transaction, we remain committed to
pursuing the merger of our two companies. Given SMS' rejection, we have decided
in consultation with our advisors to take this matter directly to SMS'
shareholders and give them the opportunity to determine the future of their
company.
"As we said previously, the combination of Eclipsys and SMS could create one of
the most comprehensive providers of integrated information solutions for the
healthcare industry - a company capable of revolutionizing the delivery of
healthcare worldwide. The company also would be ideally positioned to create
unparalleled value for shareholders of both companies, who would have the
opportunity to participate in a combined entity with significantly enhanced
growth potential. In the near term, this offer presents SMS shareholders with
the opportunity to receive premium value for their shares. These shareholders
need to elect a new Board of Directors that will honor its fiduciary duty to
consider the many benefits of an Eclipsys-SMS merger," Wilson concluded.
Eclipsys understands that the SMS annual meeting is scheduled for May 16, 2000,
with a record date for voting of March 20, 2000. At that meeting, Eclipsys also
would solicit proxies to fix the size of the SMS Board at five directors, remove
SMS' advance notice bylaw, and repeal any bylaw amendment by SMS since its last
publicly filed bylaws.
Eclipsys' nominees to the SMS Board are Mr. Alvin Clemens, Chairman of
HealthAxis.com, a leading provider of Internet solutions for healthcare
insurance marketing, sales and payer connectivity; Mr. N. Louis Capetola,
Investment Specialist, Mass Mutual Insurance; Mr. Donald Cook, health
information technology executive, formerly with Transition Systems Inc., which
was acquired by Eclipsys in Decemeber 1998; and Mr. Robert Burch, CEO of Red
Badge, a private investment company.
ABOUT ECLIPSYS
Eclipsys Corporation (www.eclipsys.com) delivers end-to-end information
solutions that enable healthcare enterprises to achieve balanced and improved
clinical, financial and customer-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 (see
www.healthvision.com), 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, contact Investor Relations at [email protected].
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ECLIPSYS CORPORATION
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Statements in this news release concerning future results, performance or
expectations are forward-looking statements. Because such statements involve
risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. These risks included
risks relating to the integration of the combined businesses and their products,
uncertainties regarding future financial results and other risks described in
the filings of Eclipsys with the Securities and Exchange Commission. Eclipsys
and The Outcomes Company are registered trademarks and Sunrise is a trademark of
Eclipsys Solutions Corp. Other product and company names in this news release
are trademarks or registered trademarks of their respective companies.
Investors are urged to read any relevant documents filed by Eclipsys with the
Securities and Exchange Commission because they will contain important
information. Investors will be able to obtain these documents, when available,
for free from the SEC's web site, www.sec.gov or from Ms. Randy Thomas, Eclipsys
(561) 243-1441.
Eclipsys and certain other persons named below may solicit proxies to elect
directors of SMS and to amend the by-laws of SMS. The participants in this
solicitation may include the following executive officers and employees of
Eclipsys: Mr. Harvey J. Wilson (Chairman and Chief Executive Officer), Mr.
Gregory L. Wilson (Chief Financial Officer) and Ms. Randy Thomas, (Senior Vice
President of Corporate Strategy and Marketing). The following nominees for
election as directors of SMS may be deemed participants: Mr. Robert Burch, Mr.
Alvin Clemens, Mr. N. Louis Capetola, and Mr. Donald Cook. Warburg Dillon Read
LLC ("WDR"), the financial advisor to Eclipsys, does not believe that it or any
of its members, partners, directors, officers, employees or affiliates is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934 by the Securities and Exchange Commission, or that Schedule
14A requires the disclosure of certain information concerning WDR. However, J.
Richard Leaman, III (Managing Director) may assist Eclipsys in the solicitation
of proxies. In connection with retaining WDR to act as its financial advisor,
Eclipsys agreed to pay WDR customary fees, reimburse its expenses and indemnify
it and certain related persons against certain liabilities in connection with
its engagement. WDR engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and individual
clients. In the normal course of its business WDR may trade securities of SMS
for its own account and the accounts of its customers, and accordingly, may at
any time hold a long or short position in such securities. WDR has informed
Eclipsys that as of March 3, 2000, it held a long position of less than
one-tenth of one percent of shares of SMS common stock. Eclipsys is the owner of
250,100 shares of SMS common stock. Mr. H. Wilson is the owner of 54,000 shares
of SMS common stock.
Eclipsys disclaims beneficial ownership of any securities of SMS held by any
pension plan or other employee benefits plan of Eclipsys or by any affiliate of
Eclipsys. Except as disclosed above, to the knowledge of Eclipsys, none of
Eclipsys, the executive officers of Eclipsys, the employees or other
representatives of Eclipsys, or the nominees named above has any interest,
direct or indirect, by security holdings or otherwise, in SMS.
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