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Cybear and Mediconsult to Join Forces as Largest On-Line Physician Service.


Business Editors/High-Tech, Health & Medical Writers

FORT LAUDERDALE Fort Lauderdale (lô`dərdāl), residential, commercial, and resort city (1990 pop. 149,377), seat of Broward co., SE Fla., on the Atlantic coast; settled around a fort built (c.1837) in the Seminole War, inc. 1911. , Fla. & TARRYTOWN, N.Y.--(BW HealthWire)--Jan. 10, 2001

Andrx Corporation and Mediconsult.com, Inc. (Nasdaq:MCNS MCNS Managing Cisco Network Security
MCNS Multimedia Cable Network Systems
MCNS Media Centre for National Security (Sri Lanka)
MCNS Ministerial Committee for National Security (Iraq) 
) today announced a stock for stock merger wherein Mediconsult will become a part of Cybear Group (Nasdaq:CYBA CYBA Charter Yacht Broker Association
CYBA Conejo Youth Basketball Association (Conejo Valley, California)
CYBA California Yacht Brokers Association
CYBA Cybertron Army
CYBA Columbia Yacht Brokers Association
). Mediconsult includes Physicians' Online (POL), a leading physician Internet portal with over 217,000 authenticated U.S. physician users logging over 8 million page views each month, as well as eMedEd, Mediconsult's on-line medical education service for physicians. In addition to these services, more than 8,000 physicians use Mediconsult to provide on-line information to their patients through Mediconsult's MyDoctor.com service. Mediconsult's eMedEd division is a leading provider of live, on-line medical education services to physicians in the USA.

The agreement is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress"
contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent
 the consummation of certain agreements that will restructure certain of Mediconsult's existing debt and otherwise reduce much of Mediconsult's operating losses. Upon completion of the transaction, approximately 57% of Cybear Group's stock will be held by existing Cybear Group stockholders, 20% by existing Mediconsult stockholders, and 23% by certain Mediconsult debtors who have agreed to restructure their debt as equity. Mediconsult shares will be exchanged for Cybear Group shares on the basis of .143 shares of Cybear Group stock for each share of Mediconsult common stock, subject to adjustment. The transaction is subject to approval by the stockholders of Mediconsult and certain other closing conditions, and is expected to be completed in the second quarter of 2001.

In anticipation of the closing, Cybear has agreed to provide Mediconsult with interim financing Interim financing

A short-term loan made to a company on the condition that a takeout will follow with long-term or intermediate financing.


interim financing

The financing that supports a transaction until permanent financing can be arranged.
 and is planning to effect synergistic changes to its own organization that will result in a significant reduction of its operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
.

Cybear has also entered into a three-year strategic alliance with POL, which is not contingent upon the consummation of the merger. Under this alliance, POL will offer marketing and sales support for existing Cybear services, and POL users will be immediately able to obtain the entire suite of Cybear tools and applications through the Internet portal. Cybear will also be marketing POL's full suite of services to its physician base.

Tim Nolan, Cybear's President and Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
, said: "By introducing Mediconsult's established physician user base to the proven Internet-enabled business and practice applications offered by Cybear, we believe that our new combined organization will be able to provide both a viable business model and the breadth of on-line healthcare services that will change and improve physician and healthcare practices."

"With the healthcare industry spending more than $30 billion annually on education, sales and marketing programs for doctors and their patients, we believe the new combined company will be positioned to service the needs of the industry, on-line. Mediconsult and Cybear's management teams share a depth of knowledge in healthcare, business management and in building loyal and active on-line communities based on a commitment to integrity and a common philosophy towards quality and value," said Ian Sutcliffe, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  and President of Mediconsult.

The combined companies hope to expand upon their relationships with their key clients, including Novartis, Bristol-Myers Squibb Bristol-Myers Squibb (NYSE: BMY), colloquially referred to as BMS, is a pharmaceutical corporation, formed by a 1989 merger between pharmaceutical companies Bristol-Myers Company, founded in 1887 by William McLaren Bristol and John Ripley Myers in Clinton, NY (both were , Eli Lilly Eli Lilly can refer to:
  • Eli Lilly and Company, a global pharmaceutical company
  • Colonel Eli Lilly (1839-1898), founder of Eli Lilly and Company
  • Eli Lilly (industrialist) (1885-1977), former president of Eli Lilly and Company
, Johnson & Johnson, Mayo Medical Labs, national reference laboratories as well as over 50 hospital clients, and to attract additional client relationships by offering a complete range of on-line services. These services include continuing medical education continuing medical education See CME. , advanced productivity applications for the professional office, internet access See how to access the Internet. , e-mail, health risk assessments, improved compliance programs, purchase programs for injectables, vaccines and medical supplies, new and renewal prescription ordering, reference lab test ordering, and lab results reporting, all within a secure internet environment. Productivity applications will be available on a transaction or subscription basis to physicians, physician organizations, pharmacies, and other providers. The POL website (www.pol.net) will continue to be a secure, physician-only Internet environment.

Andrx Corporation - Cybear Group stock tracks the business of Cybear, Inc., which is headquartered in Boca Raton, Florida Boca Raton ("bōkə rə-tōn") is a city in Palm Beach County, Florida incorporated in May 1925. As of the 2000 census, the city had a total population of 74,764; the 2006 population recorded by the U.S. Census Bureau was 86,396. , and is an Internet Service Provider Internet service provider (ISP)

Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password.
 (ISP (1) See in-system programmable.

(2) (Internet Service Provider) An organization that provides access to the Internet. Connection to the user is provided via dial-up, ISDN, cable, DSL and T1/T3 lines.
) and Applications Service Provider (ASP) for the healthcare industry. Cybear uses its own secure private network to provide access to the Internet, e-mail, and productivity applications available on a transaction or subscription basis to physicians, physician organizations, pharmacies, and hospitals.

Mediconsult.com, Inc. is the leading Internet provider of healthcare solutions, interactive tools, and on-line clinical discussions for physicians. Founded in 1996, the company's mission is to improve patient outcomes through information and resources that educate doctors, empower patients and enhance the doctor/patient relationship. Mediconsult has the first and most active community of on-line physicians - with more than 217,000 authenticated U.S. physicians registered on its Physicians' Online service. Mediconsult earns revenues from leading pharmaceutical firms by educating and supporting doctors and patients about the effective use of their products.

This press release contains forward-looking information regarding Andrx Corporation, Cybear, Inc. and Mediconsult.com, Inc. The forward-looking statements are made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements, including statements as to industry trends, future economic performance, anticipated profitability, anticipated revenue and expenses, anticipated transactions, planned product development and products or service line growth, may be significantly impacted by certain risks and uncertainties, including, but not limited to, failure of the clinical e-commerce industry to develop at anticipated rates, failure of the company's clinical information technology products and services and planned products to gain significant market acceptance, contracts not materializing, delays in customer acceptance of the companies technology, competition and other economic factors. These forward-looking statements speak only as of the date hereof, and Andrx, Cybear and Mediconsult disclaim any intention or obligations to update its forward-looking statements in the future. Additional risks and uncertainties are described in the documents filed by Andrx, Cybear and Mediconsult with the United States Securities and Exchange Commission.

More information and subscriptions to dr.cybear and rx.cybear, Cybear's Internet products, as well as Mediconsult, POL and eMedEd are available on-line at www.cybear.com and www.mediconsultinc.com or by calling 877/999-3001.
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jan 10, 2001
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