MEDecision to be Acquired by Health Care Service Corporation.MEDecision to operate independently and continue to pursue focus on development, execution and customers
WAYNE, Pa. -- MEDecision, Inc. (Nasdaq:MEDE Mede
A member of an Iranian people, closely related to the Persians, inhabiting ancient Media.
[Ultimately from Greek M ), a leading provider of collaborative health care management solutions, today announced that it has reached a merger agreement pursuant to which Health Care Service Corporation (HCSC HCSC Higher Command and Staff Course (educational Course run at the Joint Services Command & Staff College, Shrivenham, UK)
HCSC Here Comes Santa Claus ), which operates Blue Cross and Blue Shield Blue Shield A US not-for-profit health care insurer that is a reimbursement intermediary for physicians. Cf Blue Cross. plans in Illinois, New Mexico New Mexico, state in the SW United States. At its northwestern corner are the so-called Four Corners, where Colorado, New Mexico, Arizona, and Utah meet at right angles; New Mexico is also bordered by Oklahoma (NE), Texas (E, S), and Mexico (S). , Oklahoma and Texas, will acquire all of the outstanding shares of MEDecision common stock for $7.00 per share in cash. The transaction is valued at approximately $121 million, including consideration paid to holders of outstanding options and warrants.
Subsequent to the completion of the acquisition, MEDecision will remain an independent company dedicated to the needs of all health plans and will maintain its own brand identity. The company will continue to pursue development and implementation of its Alineo[TM] and Nexalign[TM] collaborative health care management solutions. Moreover, the transaction will strengthen MEDecision's ability to provide market-leading services to the country's leading health plans.
The Boards of Directors of both companies have unanimously approved the transaction. Additionally, holders of approximately 45% of the outstanding MEDecision common stock have entered into agreements with HCSC to vote in favor of the transaction. Closing of the transaction is expected late in the third quarter or early in the fourth quarter of 2008, subject to approval by MEDecision shareholders and customary regulatory and other conditions. MEDecision was advised on the transaction by Lazard.
"This transaction will deliver substantial current value to our shareholders and is a significant milestone for MEDecision and a very positive step forward in our evolution as a company," said MEDecision Founder and Chief Executive Officer David St.Clair. "It underscores the strength of our collaborative health care management solutions, Alineo[TM] and Nexalign[TM]. It also validates our vision of the health care industry and will enable us to further expand our technology development and strengthen our focus on customer service and satisfaction."
"HCSC is committed to promoting accessible, cost-effective, quality health care through innovation and collaboration," said Pat Hemingway Hall, 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. of Health Care Service Corporation. "We are excited about joining forces with MEDecision who for two decades has demonstrated this same commitment to improving overall health outcomes with creative solutions that foster collaborative relationships between patients, payers and providers."
Health Care Service Corporation, a Mutual Legal Reserve Company, is the largest customer-owned health insurer in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and the fourth largest health insurer in the country overall, with 12.4 million members in its Blue Cross and Blue Shield plans in Illinois, New Mexico, Oklahoma and Texas. The company is an independent licensee of the Blue Cross and Blue Shield Association
Standard and Poor's Index , Aa3 (Excellent) from Moody's and A+ (Superior) from A.M. Best Company.
MEDecision offers collaborative health care management solutions that provide a simplified and smart way to manage the health of members and member populations which can improve the quality and affordability of care. Based on state-of-the-art technology, MEDecision's solutions include Alineo[TM], a collaborative health care management platform for managing case, disease and utilization management Utilization management is the evaluation of the appropriateness, medical need and efficiency of health care services procedures and facilities according to established criteria or guidelines and under the provisions of an applicable health benefits plan. and Nexalign[TM], a collaborative health care information exchange service. MEDecision believes that, in the aggregate, its health care payer customers insure or manage care for approximately one in every six people in the U.S. with health insurance. For more information, please visit www.MEDecision.com.
Forward-Looking Statement forward-looking statement
A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
This release contains, and the conference call will contain, forward-looking statements within the meaning of 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 federal securities laws, including, without limitation, statements about the expected timing, completion and effects of the proposed merger between MEDecision and HCSC. These forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from such statements. MEDecision may not be able to complete the proposed merger because of a number of factors, including, among other things, the failure to obtain shareholder approval or the failure to satisfy other closing conditions. Other risks and uncertainties that may affect forward-looking statements are described in the "Risk Factors" section and elsewhere in the company's Annual Report on Form 10-K Form 10-K
A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.
See 10-K. as filed with the Securities and Exchange Commission (SEC) on March 28, 2008 and the company's Quarterly Report on Form 10-Q Form 10-Q
See 10-Q. as filed with the Securities and Exchange Commission (SEC) on May 9, 2008. MEDecision undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Additional Information About the Merger and Where to Find It
MEDecision will file with the Securities and Exchange Commission (the "SEC"), and furnish to its shareholders, a proxy statement Proxy Statement
A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. soliciting proxies for the meeting of its shareholders to be called with respect to the proposed merger between MEDecision and HCSC. MEDecision SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED See finalization. AND DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. MEDecision shareholders and other interested parties will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's Web site at www.sec.gov. MEDecision shareholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents by directing a request by mail or telephone to MEDecision, Inc., 601 Lee Road, Chesterbrook Corporate Center, Wayne, Pennsylvania Wayne is an unincorporated community and a U.S. Post Office located on the Main Line, centered in Delaware County, Pennsylvania, United States. While the center of Wayne is in Radnor Township, Wayne extends into both Tredyffrin Township in Chester County and Upper Merion Township 19087, Attention: Corporate Secretary, telephone: (610) 540-0202, or from MEDecision's Web site, www.MEDecision.com.
MEDecision and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be "participants" in the solicitation solicitation
In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from shareholders of MEDecision with respect to the proposed merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in MEDecision's proxy statement relating to relating to relate prep → concernant
relating to relate prep → bezüglich +gen, mit Bezug auf +acc the proposed merger when it is filed with the SEC. Information regarding certain of these persons and their beneficial ownership of MEDecision common stock as of March 28, 2008 is also set forth in MEDecision's proxy statement for its 2008 Annual Meeting of Shareholders, which was filed with the SEC on April 23, 2008.
MEDecision is a trademark of MEDecision, Inc. The MEDecision logo and product names are also trademarks or registered trademarks of MEDecision, Inc. Other product and brand names are trademarks of their respective owners.