Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 26, 2008

 

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-32085   36-4392754
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 506-1200

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

As previously disclosed, Allscripts Healthcare Solutions, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 17, 2008 by and among the Company, Misys plc, a public limited company incorporated under the laws of England (“Parent”), Misys Healthcare Systems LLC, a North Carolina limited liability company and wholly-owned indirect subsidiary of Parent, and Patriot Merger Company, LLC, a North Carolina limited liability company and wholly-owned subsidiary of the Company.

Attached as Exhibit 99.1 is an updated Investor Presentation that the Company expects to use in presentations to analysts and others to describe the transactions related to the Merger Agreement, assuming that the stockholders of the Company and the shareholders of Misys approve the transactions contemplated by the Merger Agreement.

Please refer to pages 15, 20 and 21 of Exhibit 99.1 which are the only pages updated from our previous Investor Presentation filed as Exhibit 99.1 to the Form 8-K dated March 20, 2008.

The presentation attached hereto as Exhibit 99.1 includes certain financial information not derived in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the presentation of this non-GAAP financial information may be useful to investors as it provides general information regarding the proposed business to be acquired and operated by the Company, assuming that the stockholders of the Company approve the Merger Agreement and the related matters.

The following is a question and answer document to be distributed to certain investors describing certain transactions contemplated by the Merger Agreement.

This presentation includes certain financial information not derived in accordance with generally accepted accounting principles (“GAAP”). Allscripts believes that the presentation of this non-GAAP financial information may be useful to investors as it provides general information regarding the proposed business to be acquired and operated by Allscripts, assuming that the stockholders of Allscripts approve the transactions contemplated by the merger agreement described herein.

Q. Why is this a good transaction for Allscripts?

The transaction will significantly enhance Allscripts’ position in the overall healthcare information technology sector and create a leading competitor in electronic health records and practice management. As standalone companies Allscripts has an installed base of over 40,000 physicians and Misys Healthcare has approximately 110,000 physicians. The combined company will have a client base of approximately 150,000 physicians, 700 hospitals and 6,000 post-acute facilities. The combined entity covers approximately one third of all physicians in America, enabling us to further expand our clinical solutions in small-to-medium-size physician practice groups. Additionally, the transaction gives Allscripts-Misys Healthcare the ability to network across healthcare from the emergency department to the ambulatory settings, further delivering on our vision of connectivity and interoperability throughout the continuum of care.

The strategic rationale for the transaction is supported by the fact that these two companies can generate significant revenue synergies through cross-selling of Allscripts’ electronic health records into the Misys Healthcare customer base. Additionally there exists opportunity for substantial cost synergies through the rationalization of overlapping functions between the two companies.

Q. Why do the transaction at this time?

The current physician practice market dynamics provide an attractive opportunity for a merged Allscripts and Misys Healthcare. By combining, we are able to immediately penetrate the large Misys Healthcare installed base with Allscripts’ leading EHR products. Of the 110,000+ physicians using Misys systems, a majority of them do not have an EHR solution today. By bringing the two organizations together now, we can accelerate the adoption of our EHR product in the Misys base and thereby maximize the overall value of the cross-selling opportunity and deliver to our shareholders the savings that come from avoiding significant duplicative EHR development costs in the future.

Q. What is happening in this transaction?

Allscripts and Misys plc (parent of Misys Healthcare) have entered into a definitive merger agreement. Under the terms of this agreement, Misys plc will (i) contribute Misys Healthcare, its U.S.-based healthcare subsidiary (which we believe has an enterprise value of approximately $460 million—$510 million, as described below), plus (ii) pay $330 million in cash to Allscripts. In exchange for this aggregate $790 million—$840 million contribution, Misys plc will receive a 54.5% ownership in Allscripts, on a fully diluted basis.


Allscripts’ existing shareholders will receive the $330 million cash contributed by Misys plc, through a special cash dividend, and will retain all of their existing shares in the company, representing a 45.5% stake in a significantly larger company that is the combination of Allscripts today plus the Misys Healthcare business1. The $330 million in cash will be paid solely to Allscripts shareholders immediately prior to completion of the transaction; Misys will not share in the distribution of this cash. The transaction is not subject to any financing contingencies.

The new combined entity will be renamed Allscripts-Misys Healthcare. Allscripts-Misys Healthcare will continue to trade on the NASDAQ under the ticker “MDRX”. Based on comparable company earnings multiples, Allscripts-Misys Healthcare would have an equity value of approximately $1.4—$1.7 billion, which excludes any revenue synergies that will be realized in this transaction.

Overview of Transaction Mechanics

 

  1) Misys Healthcare, a subsidiary of Misys plc, merges with Allscripts subsidiary to create Allscripts-Misys Healthcare.

 

  2) In exchange for Misys plc contributing its Misys Healthcare business plus $330 million cash to Allscripts, Allscripts issues shares to Misys plc.

 

  3) Immediately prior to the completion of the transaction, Allscripts shareholders will be entitled to receive the $330 million through a special cash dividend at a per share amount of approximately $4.90 (based on estimated fully diluted shares of approximately 67.8 million shares)

 

  4) Allscripts equity holders retain a 45.5% ownership on a fully diluted share basis in Allscripts-Misys Healthcare (which consists of both Allscripts and Misys Healthcare)

Q. What is the Misys Healthcare business?

Misys Healthcare, a subsidiary of Misys plc, provides software solutions for supporting and connecting physicians’ offices and venues across the healthcare community. Misys Healthcare serves more than 110,000 physicians in 18,000 practice locations and processes approximately 480 million transactions a year. Misys Healthcare is headquartered in Raleigh, North Carolina and generated FY 2007 pre-tax operating profit of approximately $39.5 million (before exceptional items) from revenues of $376 million, in accordance with International Standards on Auditing (UK).

Misys Healthcare’s core products focus on practice management (PM) solutions for physicians, which are used by a substantial installed base of over 100,000 physicians. These practice management products are well regarded by customers and complementary to Allscripts’ leading EHR software products.

Key Misys Healthcare products include:

 

  ¡ Misys Tiger – a practice management solution for small- to medium-sized physician organizations.

 

  ¡ Misys Vision – an enterprise practice management system for large healthcare organizations.

 

  ¡ Payerpath – a leading and innovative suite of claims management systems and services that manage healthcare financial transactions for providers and payers that addresses each step in the revenue cycle.

 

  ¡ Misys Homecare – an industry leading home care system designed to improve clinical quality of care, financial performance, and operational control for large, integrated home care organizations and small home care companies.

 

1

Note: Equity values and ownership for the purpose of this Q&A are represented on a fully-diluted basis.

 


  ¡ Misys MyWay – an integrated PM/EHR solution provided on an ASP basis for use in smaller practices.

The companies are committed to support all products in the future. The transaction is premised on the ability of the combined Allscripts-Misys Healthcare sales organization to sell Allscripts Electronic Health Records into the very large and underpenetrated Misys practice management base. The primary Electronic Health Records will be Allscripts Professional (Allscripts HealthMatics) and Allscripts Enterprise (Allscripts TouchWorks). It is expected that MyWay, the Misys integrated ASP solution, will continue to be offered to smaller physician groups. TouchWorks EHR/PM and HealthMatics EHR/PM integrated solutions will continue to be sold in net new or replacement opportunities.

Q. What is the value of the transaction to Allscripts shareholders?

We believe that the per share value of this transaction to existing Allscripts’ shareholders ranges from $14.30—$16.20. Based on the range of per share values described above, the offer represents a 63%—85% premium to Allscripts’ closing price of $8.76 on March 17, 2008 (one day prior to announcement) and a 37%—55% premium to Allscripts’ 30 day average share price of $10.46 prior to announcement. This is based on the value of what Allscripts’ shareholders receive as a result of this transaction (i.e. cash and a retained ownership interest in a significantly larger combined company with opportunities to expand product sales to approximately one-third of all physicians in the United States).

Allscripts’ shareholders will receive $330 million in cash, or approximately $4.90 per share on a fully diluted basis, and retain a 45.5% fully diluted ownership in a significantly larger Allscripts-Misys Healthcare combination. By retaining their shares in the newly merged company, Allscripts shareholders retain the ability to participate in the upside of one of the fastest growing sectors of the U.S. economy.

We believe Allscripts-Misys Healthcare would have pro forma 2008 revenue of approximately $720 million—$725 million and non-GAAP pro forma adjusted earnings of $85—$90 million had the merger been consummated on January 1, 2008. Non-GAAP pro forma adjusted earnings is net income with the add-back of deal-related amortization and stock-based compensation, both net of tax. The non-GAAP pro forma adjusted earnings includes an estimated $15—$20 million of first full year pre-tax cost synergies. Based on comparable company earnings multiples, Allscripts-Misys Healthcare would have an equity value of approximately $1.4 -$1.7 billion.

 


Current Allscripts shareholders will receive two components of value in the transaction: (a) the value of the 45.5% fully diluted ownership they will have in a larger business, Allscripts-Misys Healthcare; and (b) the $330 million cash dividend that will be paid to current Allscripts shareholders. The value of these two components is shown on both an aggregate basis and a per fully diluted share basis in the table below:

 

      Aggregate Value
($mm)
   Per Share Value ($)

Total Allscripts-Misys Healthcare Enterprise Value

   $ 1,400 - $1,700      NM

Allscripts’ Shareholders 45.5% Ownership in Allscripts-Misys Healthcare

   $ 640 - $770    $ 9.40 - $11.30

Special Cash Dividend Paid to Allscripts Shareholders (Cash Originates from Misys plc)

   $ 330    $ 4.90

Total Aggregate Value to Allscripts Shareholders

   $ 970 - $1,100    $ 14.30 - $16.20

Q. What is the value of Misys Healthcare?

We believe that the Misys Healthcare business has an enterprise value of approximately $460 million—$510 million. Based on FYE May 31, 2007A revenue of $376 million for the Misys Healthcare business, this implies a modest 1.2x – 1.4x revenue multiple. In contrast, comparable companies such as Allscripts, Cerner, Computer Programs and Systems, Eclipsys, and Quality Systems have a median 2007 revenue multiple of 2.1x.

 

Company

   2007 EV / Revenue Multiple1

Allscripts

   2.2x

Cerner

   2.1x

Computer Programs and Systems

   2.1x

Eclipsys

   1.9x

Quality Systems

   4.5x
    

Median

   2.1x
    

Q. What is the premium being paid by Misys plc to Allscripts’ shareholders?

The specific premium ultimately depends on the value at which the shares of Allscripts-Misys Healthcare trade once the transaction is consummated. However, based on the range of per share values described above ($14.30—$16.20 per share), the offer represents a substantial premium (63%—85%) to Allscripts’ closing price of $8.76 on March 17, 2008 (one day prior to announcement) and a 37%—55% premium to Allscripts’ 30 day average share price of $10.46 prior to announcement.

 

 

1

Source: IBES and Capital IQ.

 


Q. What synergies are assumed in this transaction?

In contemplation of this transaction, Allscripts and Misys Healthcare conducted a thorough review of the synergy opportunities. Synergies from the transaction are expected to be significant and realizable immediately and increase over the next few years.

 

  ¡ Pre-tax cost synergies of $15—20mm are expected in the first full year following the consummation of the transaction. Run rate pre-tax cost synergies are expected to reach $25—$30 million in the next few years. The main drivers of cost synergies include overhead, R&D, marketing and administrative functions

 

  There are a number of immediate actions upon closing of this transaction that is expected to support the achievement of substantial cost synergies. For example, the elimination of the Misys plc corporate overhead, which specifically pertains to costs directly allocated from Misys plc to Misys Healthcare and represent costs already in place at Allscripts, will result in immediate cost savings of approximately $6.0 million. Discretionary marketing spend is expected to represent annual savings of approximately $5.0 million. Furthermore, there is expected to be reduced hiring by both companies combined with internal reassignments as a means to effectively align resources at Allscripts-Misys Healthcare. Finally, both Allscripts and Misys Healthcare have comparable operating facilities based in North Carolina. The combination of these facilities is expected to result in immediate cost savings of approximately $1.0 million.

 

  ¡ Revenue synergies, which are not reflected in our forecasts or growth guidance, are expected to result from significant cross-selling opportunities. These include, for example, our ability to more effectively penetrate Misys Healthcare’s PM installed base of more than 110,000 physicians with our EHR products. Leveraging the existing Misys Healthcare PM installed base for our clinical EHRs as well as other product and service offerings represents a market opportunity of approximately one billion dollars. In addition, there are a number of other attractive revenue synergy opportunities, such as additional revenue from Payerpath and MyWay ASP.

Q. What is the impact of the transaction with Misys Healthcare on the relationship with IDX?

We have had a business relationship with IDX since 2001, including the period subsequent to when IDX was acquired by GE. The relationship with IDX / GE remains in place today under an amended agreement executed by the parties approximately two years ago, shortly after IDX was acquired by GE. Due to the significant number of reference sites that Allscripts has established in the IDX client base and a successful track record for performance and client support and service, there is no dependency on IDX / GE for any new sales activity.

Moreover, the amendment to our commercial relationship with IDX / GE was favorable in that it eliminated exclusivity provisions that previously restricted us from providing PM solutions other than through IDX. This amendment allowed us to enter the practice management market, which we did through the acquisition of A4 Health Systems. The transaction with Misys will further extend our footprint in the PM market.

The transaction with Misys does not otherwise impact our current arrangement with IDX / GE.

Q. Does Allscripts management have sufficient bandwidth and scope to successfully integrate Misys Healthcare?

Yes. We believe that we have the bandwidth, experience and strong capability to lead and complete a successful integration and growth of these two businesses. A successful integration is crucial and we plan


to designate a full team that will focus full time to help ensure the Misys Healthcare business is properly integrated and the combination is highly successful. The integration team will report directly to Glen Tullman and Mike Lawrie. In addition, the best managers from both businesses will be part of the new leadership team and will provide significant experience and leverage for us to manage the entire business and the integration. Also, there are already 30 to 40 practice group sites that use both Allscripts and Misys Healthcare products together, which is beneficial because without using significant development resources, we can begin to sell our products into the base immediately. This will be extremely beneficial as we work to bring together our two great sales teams and service approximately one-third of all physicians in the United States.

Q. What is Allscripts-Misys Healthcare product strategy?

The companies are committed to support all products in the future. The transaction is premised on the ability of the new Allscripts-Misys Healthcare sales organization to sell Allscripts Electronic Health Records into the significant and underpenetrated Misys Healthcare practice management base. The primary EHR solutions will be Allscripts Professional (Allscripts HealthMatics) and Allscripts Enterprise (Allscripts TouchWorks). It is expected that MyWay, the Misys integrated ASP solution, will continue to be offered to smaller physician groups. Touchworks EHR / PM and HealthMatics EHR / PM integrated solutions will continue to be sold in net new or replacement opportunities.

Q. When is the transaction expected to close?

We anticipate that the transaction will close in the next four to six months.

Key steps to closing include:

 

  ¡ Complete audited carve-out financials for Misys Healthcare and pro forma financials for Allscripts-Misys Healthcare

 

  ¡ Receive Hart-Scott-Rodino antitrust clearance

 

  ¡ Prepare and distribute the proxy statement for existing shareholders of Allscripts

 

  ¡ Prepare and distribute the Shareholder Circular for existing shareholders of Misys plc

 

  ¡ Obtain approval from shareholders of both Allscripts and Misys plc. A shareholder vote for both companies is required to consummate the transaction.

Important Additional Information and Where to Find It

 

 

This communication is being made in respect of the proposed business combination involving Allscripts Healthcare Solutions, Inc. (“Allscripts”) and Misys Healthcare Systems LLC (“MHS”), a wholly owned subsidiary of Misys plc (“Misys”). In connection with this proposed transaction, Allscripts intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement, a definitive proxy statement and other related materials, and Parent intends to file a shareholder circular with the Financial Services Authority in the United Kingdom. The definitive proxy statement will be mailed to the stockholders of Allscripts, and the shareholder circular will be mailed to the shareholders of Parent. BEFORE MAKING ANY DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND


OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders can obtain copies of Allscripts’ materials (and all other offer documents filed with the SEC) when available, at no charge on the SEC’s website: www.sec.gov. Copies can also be obtained at no charge by directing a request for such materials to Allscripts at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, Attention: Lee Shapiro, Secretary. Investors and security holders may also read and copy any reports, statements and other information filed by Allscripts with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room. Allscripts’ directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the stockholders of Allscripts in favor of the proposed transaction. Information about Allscripts, its directors and its executive officers, and their ownership of Allscripts’ securities, is set forth in its proxy statement for the 2007 Annual Meeting of Stockholders of the Company, which was filed with the SEC on April 30, 2007. Additional information regarding the interests of those persons may be obtained by reading the proxy statement and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

 

 

This communication contains forward-looking statements. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Forward-looking statements may be identified by words such as “believes”, “expects”, “anticipates”, “estimates”, “projects”, “intends”, “should”, “seeks”, “future”, continue”, or the negative of such terms, or other comparable terminology. Such statements include, but are not limited to, statements about the expected benefits of the transaction involving Allscripts, MHS and Misys, including potential synergies and cost savings, future financial and operating results, and the combined company’s plans and objectives. In addition, statements made in this communication about anticipated financial results, future operational improvements and results or regulatory approvals are also forward-looking statements. Such forward-looking statements are subject to numerous risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors that could cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event, development, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Allscripts, Misys or MHS and others following announcement of entering into the merger agreement; (3) the inability to complete the proposed transaction due to the failure to obtain stockholder or shareholder approval or the failure of any party to satisfy other conditions to completion of the proposed transaction, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other required regulatory approvals; (4) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the merger; (5) the ability to recognize the benefits of the merger; (6) legislative, regulatory and economic developments; and (7) other factors described in filings with the SEC. Many of the factors that will determine the outcome of the subject matter of this communication are beyond Allscripts’, Misys’ and MHS’ ability to control or predict. Allscripts can give no assurance that any of the transactions related to the merger will be completed or that the conditions to the merger will be satisfied. Allscripts undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Allscripts is not responsible for updating the information contained in this communication beyond the published date, or for changes made to this communication by wire services or Internet service providers.


Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

The following exhibits are filed herewith:

 

Exhibit No.

   

Exhibit 99.1

  Investor Presentation dated March 26, 2008


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Date: March 26, 2008   By:  

/s/ William J. Davis

    William J. Davis
    Chief Financial Officer


EXHIBIT INDEX

The following exhibits are filed herewith:

 

Exhibit No.

   

Exhibit 99.1

 

Investor Presentation dated March 26, 2008

Investor Presentation
Creating a Clear Leader
in Physician Solutions
Presentation to Analysts
March 26, 2008
Exhibit 99.1


2
A Clear Leader in Physician Solutions
Forward Looking Statements
This communication contains forward-looking statements.  Those forward-looking statements include all
statements other than those made solely with respect to historical fact.  Forward-looking statements may
be identified by words such as “believes”, “expects”, “anticipates”, “estimates”, “projects”, “intends”,
“should”, “seeks”, “future”, continue”, or the negative of such terms, or other comparable terminology. 
Such statements include, but are not limited to, statements about the expected benefits of the transaction
involving Allscripts, MHS and Misys, including potential synergies and cost savings, future financial and
operating results, and the combined company’s plans and objectives.  In addition, statements made in this
communication about anticipated financial results, future operational improvements and results or
regulatory approvals are also forward-looking statements. Such forward-looking statements are subject to
numerous risks, uncertainties, assumptions and other factors that are difficult to predict and that could
cause actual results to vary materially from those expressed in or indicated by them. Factors that could
cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event,
development, change or other circumstances that could give rise to the termination of the merger
agreement; (2) the outcome of any legal proceedings that have been or may be instituted against
Allscripts, Misys or MHS and others following announcement of entering into the merger agreement; (3)
the inability to complete the proposed transaction due to the failure to obtain stockholder or shareholder
approval
or
the
failure
of
any
party
to
satisfy
other
conditions
to
completion
of
the
proposed
transaction,
including
the
expiration
of
the
waiting
period
under
the
Hart-Scott-Rodino
Antitrust
Improvements
Act
of
1976, as amended, and the receipt of other required regulatory approvals; (4) risks that the proposed
transaction disrupts current plans and operations and potential difficulties in employee retention as a result
of the merger; (5) the ability to recognize the benefits of the merger; (6) legislative, regulatory and
economic developments; and (7) other factors described in filings with the SEC. Many of the factors that
will
determine
the
outcome
of
the
subject
matter
of
this
communication
are
beyond
Allscripts’,
Misys’
and
MHS’
ability to control or predict.  Allscripts can give no assurance that any of the transactions related to
the merger will be completed or that the conditions to the merger will be satisfied.  Allscripts undertakes no
obligation to revise or update any forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.  Allscripts is not
responsible for updating the information contained in this communication beyond the published date, or for
changes made to this communication by wire services or Internet service providers.


3
A Clear Leader in Physician Solutions
Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving Allscripts,
Inc. (“Allscripts”) and Misys Healthcare Systems LLC (“MHS”), a wholly owned subsidiary of Misys plc
(“Misys”). In connection with this proposed transaction, Allscripts intends to file with the Securities and
Exchange Commission (the “SEC”) a preliminary proxy statement, a definitive proxy statement and other
related materials, and Misys intends to file a shareholder circular with the Financial Services Authority in
the United Kingdom. The definitive proxy statement will be mailed to the stockholders of Allscripts, and
the shareholder circular will be mailed to the shareholders of Misys.  BEFORE MAKING ANY DECISION
WITH
RESPECT
TO
THE
PROPOSED
TRANSACTION,
INVESTORS
AND
SECURITY
HOLDERS
ARE
URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders can obtain copies of
Allscripts’
materials (and all other offer documents filed with the SEC) when available, at no charge on the
SEC’s
website:
www.sec.gov.
Copies
can
also
be
obtained
at
no
charge
by
directing
a
request
for
such
materials
to Allscripts at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, Attention: Lee
Shapiro, Secretary, or to Misys at 125 Kensington High Street, London W8 5SF, United Kingdom,
Attention: Group General Counsel & Company Secretary. Investors and security holders may also read
and copy any reports, statements and other information filed by Allscripts with the SEC, at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330
or
visit
the
SEC’s
website
for
further
information
on
its
public
reference
room.
Allscripts’
directors,
executive
officers
and
other
members
of
management
and
employees
may,
under
the
rules
of
the
SEC,
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
the
stockholders
of
Allscripts
in
favor
of
the
proposed
transaction.
Information
about
Allscripts,
its
directors
and
its
executive
officers,
and
their
ownership
of
Allscripts’
securities,
is
set
forth
in
its
proxy
statement
for
the
2007
Annual
Meeting
of
Stockholders of the Company, which was filed with the SEC on April 30, 2007.  Additional information
regarding the interests of those persons may be obtained by reading the proxy statement and other
relevant materials to be filed with the SEC when they become available.


4
A Clear Leader in Physician Solutions
Agenda
Bill Davis, CFO of Allscripts
CFO designate of Allscripts-Misys
Synergies and
Allscripts-Misys Financials
Glen Tullman, CEO of Allscripts
CEO designate of Allscripts-Misys
Allscripts-Misys:
A Clear Leader


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A Clear Leader in Physician Solutions
Transaction Summary
Allscripts-Misys Healthcare
Company Name
Four to Six Months
Expected Closing
$330m Cash (approximately $4.90 per share)
Retain their shares in MDRX
NASDAQ listing maintained
Allscripts
Shareholders
Receive
Misys plc: 54.5%
Allscripts: 45.5%
Pro Forma
Ownership
Glen
Tullman
-
CEO
designate
Bill Davis -
CFO designate
Mike Lawrie -
Executive Chairman designate
Management
Allscripts to Merge with Misys Healthcare
Misys to pay $330m
Structure
Fully diluted shares
Note: All ownership percentages and per share amounts are calculated on a fully diluted basis


6
A Clear Leader in Physician Solutions
A Transformational Deal
Misys and Allscripts will each combine  their respective
healthcare businesses into Allscripts-Misys
Misys will also transfer $330m in cash to Allscripts-Misys
resulting in a 54.5% ownership interest (on a fully diluted basis)
for Misys in Allscripts-Misys
Allscripts shareholders will receive a special dividend of $330m
Cash will be financed by new banking facilities and a placing
underwritten by ValueAct Capital Management LLC
Allscripts-Misys Healthcare will be quoted on the NASDAQ
Misys plc will remain quoted on the LSE


7
A Clear Leader in Physician Solutions
A Clear Leader in Physician IT Solutions
“The perfect match in the perfect market”: Top rated
EHR + market share leader for PM in the growing
small/mid-sized physician group market
Highly rated, innovative products in every market
segment in which we compete (small/mid/large)
Experienced and proven management team
Creates revenue/cost synergies and near-term value
accretion for Allscripts-Misys
High recurring revenue visibility and strong potential
profit growth
Strong growth potential in a growing market
A clear leader in clinical software, information and connectivity solutions


8
A Clear Leader in Physician Solutions
8
A Vision…
Every day in the U.S.
approximately
150,000 physicians
will log on to a screen
that says
“Allscripts-Misys”
Source: Allscripts and Misys Estimates


9
A Clear Leader in Physician Solutions
Today’s
Physician
IT
Market
An
Opportunity
Clinical /
Electronic
Health Records
The Market…
Highly fragmented market with over 300 participants
Historically divided between core practice management and clinical vendors
Paradigm shift to complex clinical system driving IT decisions and
consolidation in the ambulatory markets
Allscripts-Misys…
A footprint of approximately 150,000 physicians
A complete portfolio of integrated solutions, products and services
Core Practice
Management
Epic
GE
NextGen
Sage
eCw


10
A Clear Leader in Physician Solutions
A Proven Approach…
Practice Management System
Electronic Health Record
Installed Base (2008) = 113,000 MDs
Primarily in Small-Mid Sized Practices
2001:
Allscripts Gained Exclusive
Partnership to Market Allscripts
EHR to IDX PM Base
2008:
Allscripts Gains Exclusive
Opportunity to Market Allscripts
EHR to Misys PM Base
Installed Base (2001) = 138,000
MDs Primarily in Larger Practices


11
A Clear Leader in Physician Solutions
Market Opportunity
~ 500,000 U.S. Practicing Physicians
x          80% EHR Market Opportunity
x  ~$12,000 Initial Investment/Physician
= ~$5 Billion Opportunity
Electronic Health Record (EHR) Market = ~ $5 Billion
Practice Management (PM) Market = ~ $1 Billion/Yr.
~10% to 20% of PM Systems Replaced/Yr.
Software Maintenance Agreement (SMA) = ~ $1 Billion/Yr.
Transactions = ~
$1 to 2 Billion/Yr.
American Presidential candidates see technology as the answer to
a
better healthcare delivery system


12
A Clear Leader in Physician Solutions
The Market Segments in Which We Compete
Large Practices/
AMCs/Hospitals
25<200 MDs
Mid-Sized
Practices
10<24 MDs
Small Practices
1<10 MDs
Key:
Limited Presence
Leader
EHR
Practice Mgmt.
e-Prescribing
Connectivity
Solutions
Allscripts
Misys
Allscripts-
Misys
Source: Allscripts and Misys Assessment


13
A Clear Leader in Physician Solutions
The Largest Client Footprint in the U.S.
Allscripts
Misys
110,000 Physicians, 18,000 Medical Practices, 600 Homecare Agencies


14
A Clear Leader in Physician Solutions
The Largest Client Footprint in the U.S.
Allscripts-Misys
Approximately 150,000 Physicians and 700+ Hospitals Across the U.S.


15
A Clear Leader in Physician Solutions
Product Strategy
Overall
Approach:
We
will
support
all
products
The
Opportunity:
Approximately
$1
billion
opportunity
selling
Allscripts
EHR
into
Misys
PM
installed
base
EHR
Sales
Overall:
TouchWorks
EHR/PM
and
HealthMatics
EHR/PM
integrated
solutions
will
be
sold
in
net
new
or
replacement
opportunities
EHR
Sales
in
the
Small
Office
Market:
In
addition,
we
believe
there
is
an
opportunity
with
MyWay
as
an
ASP
solution
for
small
practices


16
A Clear Leader in Physician Solutions
Compelling Strategic Rationale
Covers approximately 1 out of 3 of all physicians in America*
Brings together leaders in PM and EHR
Ability to network across healthcare from the emergency
department to the ambulatory settings
Large installed base to sell leading EHR and other products into
Ability to help drive industry and technical standards for
functionality and interoperability
Creates a “hub”
from which we can sell into an existing Misys PM
base, similar to the successful IDX strategy
Leader in
EHR and PM
Highly
Complementary
Businesses
Significant opportunity for revenue and cost synergies through
cross-selling and rationalisation of overlapping functions
Drives long-term top and bottom line growth
Stability through a high percentage of recurring revenue
Powerful
Strategic
Financial
Rationale
* Allscripts and Misys Estimates


17
A Clear Leader in Physician Solutions
Creates a Clear Leader: Allscripts-Misys
A clear leader in clinical software, information and
connectivity solutions that empower physicians to
deliver healthcare safely, efficiently and effectively
+


18
A Clear Leader in Physician Solutions
18
About Misys
4,500 Employees Serving 120 Countries
$902m
in Revenue (Fiscal 2007) –
Misys plc
LSE: MSY
Market Leader in Banking and Treasury and Capital markets
worldwide with over 1,200 banks and financial institutions
Significant Market Presence in Healthcare
Practice Management
Claims Management
Electronic Health Records
110,000 Physicians
$376m
in Revenue (Fiscal 2007) –
Misys Healthcare


19
A Clear Leader in Physician Solutions
Transaction Summary
Allscripts-Misys Healthcare
Company Name
Four to Six Months
Expected Closing
$330m Cash (approximately $4.90 per share)
Retain their Shares in MDRX
NASDAQ listing maintained
Allscripts
Shareholders
Receive
Misys plc: 54.5%
Allscripts: 45.5%
Pro Forma
Ownership
Glen Tullman -
CEO designate
Bill Davis -
CFO designate
Mike Lawrie -
Executive Chairman designate
Management
Allscripts to Merge with Misys Healthcare
Misys to pay $330m
Structure
Fully diluted shares
Note: All ownership percentages and per share amounts are calculated on a fully diluted basis


20
A Clear Leader in Physician Solutions
Understanding the Combined Enterprise Value
~$790  to 840mm
Total Contribution
$330mm
Cash Contribution
~$460  to 510mm
Misys Healthcare Business
(for 54.5% ownership share)
Misys plc contributed the following for a 54.5% stake in Allscripts-Misys
At multiples consistent with comparable companies  , the implied
total combined enterprise value is ~$1.4 to $1.7 billion
(1)
Misys
Healthcare
business
value
implies
a
revenue
multiple
range
of
~1.2x
1.4x
based
on
Misys
Healthcare’s
FY2007A
revenue
of
$376
million.
In
contrast,
comparable
companies
such as Allscripts, Cerner, Computer Programs and Systems, Eclipsys, and Quality Systems have a median 2007 revenue multiple of 2.1x
(2)
Comparable
companies
include
Cerner,
Computer
Programs
and
Systems,
Eclipsys,
and
Quality
Systems,
which
have
a
median
2008E
P/E
multiple
of
19.1x
earnings
This implies a combined enterprise value of ~ $1.4 to $1.5 billion
2
1


21
A Clear Leader in Physician Solutions
Understanding the Combined Enterprise Value
~$40m
~$345m
Allscripts Stand-Alone
1
(2008)
~$85m to 90m
3
Adjusted Earnings
2
~$720 to $725m
Revenue
Combined Pro-Forma
(2008)
What this implies for current Allscripts equity holders
Implied Enterprise Value = $1.4 to $1.7 billion
~$970  to $1,100m
Total Value
~$14.30 to $16.20
Implied Per Share Value (67.8m shares)
$330m
+ Dividend
~$640
to $770m
Allscripts Shareholder Portion of
Implied Enterprise Value
1
Represents point estimate within guidance range provided by company
2
Adjusted earnings = net income + stock-based compensation and deal related amortization, both net of tax
3
Assumes $15 to $20m of first year synergies, pre-tax


22
A Clear Leader in Physician Solutions
Allscripts shareholders receive approximately $4.90 per share in
cash and 45.5%
ownership position in Allscripts-Misys
Annual cost synergies $15-$20m expected in first year following transaction close
Allscripts-Misys Long-Term Growth Profile
Low double digit top line growth
Better visibility and higher percentage of stable, recurring revenue
Up to $25m to $30m in annual cost savings within three years
Revenue synergies from cross-selling to respective install bases
Increased operating leverage expected to result in mid-teens EPS growth
Value Creation


23
A Clear Leader in Physician Solutions
Significant and Realizable Synergy Opportunity
Cost synergies of $15m to $20m
expected in first year following
transaction close
Up to $25m to $30m in annual cost
savings within the next few years
Main drivers of cost synergies
include: Overhead, R&D, Marketing,
Administrative Functions
Revenue synergies expected from cross-
selling into respective client bases
Increased operating leverage expected to
result in mid teens EPS growth
Projected Cost Synergies
$15 -
$20m
$25 -
$30m
First
Year
Run
Rate


24
A Clear Leader in Physician Solutions
Receive US antitrust clearance
Complete the carve-out financial audits
File the US proxy
Distribute the shareholder circular for Misys plc shareholders
Shareholder vote from both Misys plc and Allscripts shareholders
Significant transaction costs will be recognized by Allscripts in Q1
Expected to close in four to six months
Roadmap to Completion


25
A Clear Leader in Physician Solutions
Q&A