Veradigm Inc. · OTC:MDRX
Veradigm — Allscripts Healthcare Solutions — Merger or Acquisition (March 2008)
25 slides from Veradigm's merger presentation, Mar 27, 2008
Slide 1: Creating a Clear Leader in Physician Solutions
Exhibit 99.1 Creating a Clear Leader in Physician Solutions Presentation to Analysts March 26, 2008
Slide 2: Forward Looking Statements
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”,
Slide 3: Additional Information and Where to Find It
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 transact
Slide 4: Agenda
Agenda Allscripts-Misys: Glen Tullman, CEO of Allscripts A Clear Leader CEO designate of Allscripts-Misys Synergies and Bill Davis, CFO of Allscripts Allscripts-Misys Financials CFO designate of Allscripts-Misys A Clear Leader in Physician Solutions 4
Slide 5: Transaction Summary
Transaction Summary Structure Allscripts to Merge with Misys Healthcare Misys to pay $330m Pro Forma Misys plc: 54.5% Fully diluted shares Ownership Allscripts: 45.5% Allscripts $330m Cash (approximately $4.90 per share) Shareholders Retain their shares in MDRX Receive NASDAQ listing maintained Expe
Slide 6: A Transformational Deal
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 sha
Slide 7: A Clear Leader in Physician IT 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 p
Slide 8: A Vision…
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 A Clear Leader in Physician Solutions 8 8
Slide 9: Today's Physician IT Market – An Opportunity
Today’s Physician IT Market – An Opportunity Clinical / Core Practice Electronic Management Health Records Sage GE NextGen eCw Epic • The Market… – Highly fragmented market with over 300 participants – Historically divided between core practice management and clinical vendors – Paradigm shift to com
Slide 10: A Proven Approach…
A Proven Approach… Practice Management System Electronic Health Record Installed Base (2001) = 138,000 2001: Allscripts Gained Exclusive MDs Primarily in Larger Practices Partnership to Market Allscripts EHR to IDX PM Base Installed Base (2008) = 113,000 MDs 2008: Allscripts Gains Exclusive Primaril
Slide 11: Market Opportunity
Market Opportunity Electronic Health Record (EHR) Market = ~ $5 Billion – ~ 500,000 U.S. Practicing Physicians – x 80% EHR Market Opportunity – x ~$12,000 Initial Investment/Physician – = ~$5 Billion Opportunity Practice Management (PM) Market = ~ $1 Billion/Yr. ~10% to 20% of PM Systems Replaced/Yr
Slide 12: The Market Segments in Which We Compete
Key: Limited Presence The Market Segments in Which We Compete Leader Allscripts Misys Allscripts- Misys Large Practices/ AMCs/Hospitals 25<200 MDs Mid-Sized Practices 10<24 MDs Small Practices 1<10 MDs EHR Practice Mgmt. e-Prescribing Connectivity Solutions Source: Allscripts and Misys Assessment A
Slide 13: The Largest Client Footprint in the U.S.
The Largest Client Footprint in the U.S. Allscripts Misys 110,000 Physicians, 18,000 Medical Practices, 600 Homecare Agencies A Clear Leader in Physician Solutions 13
Slide 14: The Largest Client Footprint in the U.S.
The Largest Client Footprint in the U.S. Allscripts-Misys Approximately 150,000 Physicians and 700+ Hospitals Across the U.S. A Clear Leader in Physician Solutions 14
Slide 15: Product Strategy
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 opp
Slide 16: Compelling Strategic Rationale
Compelling Strategic Rationale • Covers approximately 1 out of 3 of all physicians in America* Leader in • Brings together leaders in PM and EHR EHR and PM • Ability to network across healthcare from the emergency department to the ambulatory settings • Large installed base to sell leading EHR and o
Slide 17: Creates a Clear Leader: Allscripts-Misys
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 A Clear Leader in Physician Solutions 17
Slide 18: About Misys
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 – Claim
Slide 19: Transaction Summary
Transaction Summary Structure Allscripts to Merge with Misys Healthcare Misys to pay $330m Pro Forma Misys plc: 54.5% Ownership Fully diluted shares Allscripts: 45.5% Allscripts $330m Cash (approximately $4.90 per share) Shareholders Retain their Shares in MDRX Receive NASDAQ listing maintained Expe
Slide 20: Understanding the Combined Enterprise Value
Understanding the Combined Enterprise Value Misys plc contributed the following for a 54.5% stake in Allscripts-Misys Misys Healthcare Business ~$460 to 510mm1 Cash Contribution $330mm Total Contribution ~$790 to 840mm (for 54.5% ownership share) This implies a combined enterprise value of ~ $1.4 to
Slide 21: Understanding the Combined Enterprise Value
Understanding the Combined Enterprise Value 1 Allscripts Stand-Alone Combined Pro-Forma (2008) (2008) Revenue ~$345m ~$720 to $725m 2 3 Adjusted Earnings ~$40m ~$85m to 90m Implied Enterprise Value = $1.4 to $1.7 billion What this implies for current Allscripts equity holders Allscripts Shareholder
Slide 22: Value Creation
Value Creation 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 vi
Slide 23: Significant and Realizable Synergy Opportunity
Significant and Realizable Synergy Opportunity Cost synergies of $15m to $20m Projected Cost Synergies expected in first year following transaction close $25 - $30m Up to $25m to $30m in annual cost savings within the next few years Main drivers of cost synergies $15 - $20m include: Overhead, R&D, M
Slide 24: Roadmap to Completion
Roadmap to Completion 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 Allscript
Slide 25: Q&A
Q&A A Clear Leader in Physician Solutions 25
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