athenahealth,
Inc. (NASDAQ: ATHN), a leading provider of cloud-based electronic
health record (EHR),
practice management, and care
coordination services to medical groups and health systems, today
announced that it has signed a definitive agreement to acquire
Epocrates, Inc. a mobile health pioneer widely recognized for developing
the most-widely adopted point-of-care medical application among U.S.
physicians.
The board of directors of each of athenahealth and Epocrates has agreed
to a price of $11.75 per share, in cash, for an aggregate purchase price
of approximately $293 million. The purchase price represents a 22
percent premium over the closing price per share of Epocrates on NASDAQ
on Friday, January 4, 2013. This is an all-cash offer for all
outstanding shares of Epocrates’ common stock, and athenahealth intends
to finance this acquisition using available cash and funds available
from its existing credit facility. The closing of the transaction is
subject to the approval of Epocrates shareholders and other customary
closing conditions and is currently expected to occur early in the
second quarter of 2013. Epocrates shareholders representing
approximately 17.5% of the outstanding common stock have agreed to vote
their shares in favor of the transaction.
Over the past 15 years, athenahealth has been evolving industry-leading,
Best in KLAS* cloud-based services that help medical caregivers do well
doing the right thing—keeping them focused on patient care. With the
acquisition of Epocrates, which is used and trusted by more than 330,000
physicians, athenahealth believes it will be able to better serve an
expanded network of providers. athenahealth plans to build upon
Epocrates’ success to date in transforming the way physicians access and
engage with clinical information, with each other, and with their
patients.
“I have been an admirer of Epocrates since it first emerged and have
watched the company grow consistently, one app download at a time, as it
has cemented itself into the consciousness of America’s physicians,”
said Jonathan Bush, President, Chairman, and CEO of athenahealth. “No
other company has been able to replicate the brand awareness,
familiarity, and trust that Epocrates has across the clinical mobile
user base. We are confident that we can provide Epocrates with the
stewardship and resources it needs to grow and develop within health
care, and that Epocrates' capabilities are going to mesh exceptionally
well with athenahealth’s cloud-based physician and patient services.
Together, we’re excited by the opportunity to redefine the mobile
toolset for care givers.”
The Epocrates acquisition will enable athenahealth to realize its
vision in a number of key ways:
-
Better Information Access for Health Organizations — By
combining Epocrates’ mobile expertise with knowledge and data from
athenahealth’s cloud-based network, the combined company will be
uniquely positioned to introduce new mobile applications that deliver
high-value information to the clinical community when, where, and how
they want it.
-
Advanced Mobile Workflows — the combined company will seek to
pioneer new mobile workflows to improve provider efficiency and
support care delivery outcomes; initial efforts will focus on care
coordination, provider-to-provider communication, and patient
engagement tools.
-
Accelerated Awareness and Growth Across the Physician Market —
athenahealth would expand its current provider base of 38,000 to
include the more than one million health care professionals on the
Epocrates network, allowing athenahealth to build upon the highly
favored Epocrates brand, recognized today by approximately 90 percent
of practicing U.S. physicians.
“Epocrates and athenahealth are two strong and progressive brands
dedicated to helping clinicians deliver high quality care more
efficiently through continued innovation and a keen understanding of
physicians’ workflows,” said Andrew Hurd, President, CEO, and interim
CFO of Epocrates. “By combining the companies’ unique expertise in
mobile and cloud-based services, we are setting out to dramatically
improve the accessibility of information and redefine the dynamics
within health care.”
Piper Jaffray & Co. acted as exclusive financial advisor to Epocrates in
connection with the transaction. Goodwin Procter LLP served as
athenahealth’s legal counsel and Cooley LLP served as counsel to
Epocrates.
* As of September 30, 2012.
Conference Call Information
athenahealth will conduct a conference call today, Monday, January 7,
2013, at 5:30 a.m. Pacific Time/8:30 a.m. Eastern Time to discuss the
announcement. To participate in athenahealth’s live conference call and
webcast, please dial 888-206-4074 (or 847-413-9015 for international
calls) using conference code No. 9673041, or visit the Investors section
of athenahealth’s web site at www.athenahealth.com.
A replay will be available for one week following the conference call at
888-843-7419 (and 630-652-3042 for international calls) using conference
code No. 9673041. A webcast replay will also be archived on
athenahealth’s website.
Presentation at 31st Annual J.P. Morgan Healthcare Conference
Jonathan Bush, President, Chairman, and CEO of athenahealth, will
present the rationale for the acquisition today, Monday, January 7,
2013, at 2:30PM Pacific Time/5:30PM Eastern Time at the Westin St.
Francis Hotel, 335 Powell Street, San Francisco, California. A live
audio webcast of the presentation and a replay will be available in the
Investors section of athenahealth’s website at investors.athenahealth.com.
*athenahealth has three #1, Best in KLAS rankings within the 2012
Best in KLAS Awards: Software & Services annual report: athenaClinicals®,
athenahealth’s cloud-based EHR, is ranked #1 for physician practices
with 1-10 physicians. athenaCollector®,
athenahealth’s cloud-based practice management offering, is recognized
as #1 within two market segments: physician practices with 1-10 and
11-75 physicians.
About athenahealth
athenahealth, Inc. is a leading provider of cloud-based Best in KLAS
electronic health record (EHR),
practice management, and care coordination services to medical groups
and health systems. athenahealth’s mission is to be the most trusted
service to medical care givers, helping them do well doing the right
thing. For more information, please visit www.athenahealth.com
or call 888-652-8200.
About Epocrates
Epocrates, Inc. (Nasdaq: EPOC) is recognized for developing the #1
medical application among U.S. physicians for clinical content, practice
tools, and health industry engagement at the point of care. Epocrates
has established a loyal network of more than one million healthcare
professionals, including 50 percent of U.S. physicians, who routinely
use its intuitive solutions to help streamline workflow and improve
patient care. The company also facilitates the delivery of valuable
content and tools between partnering organizations and its members. For
more information, please visit www.epocrates.com/company.
In connection with the acquisition of Epocrates, Inc. by
athenahealth, Inc. pursuant to an Agreement and Plan of Merger (the
“Merger”), Epocrates will file with the U.S. Securities and Exchange
Commission (the “SEC”) a proxy statement and other relevant materials in
connection with the proposed transaction. Epocrates will also mail the
proxy statement to Epocrates stockholders. athenahealth and Epocrates
urge investors and security holders to read the proxy statement and the
other relevant material when they become available because these
materials will contain important information about athenahealth,
Epocrates, and the proposed transaction. The proxy statement and other
relevant materials (when they become available), and any and all
documents filed with the SEC, may be obtained free of charge at the
SEC’s web site at www.sec.gov.
In addition, free copies of the documents filed with the SEC by
athenahealth will be available on the “Investors” portion of
athenahealth’s website at www.athenahealth.com.
Free copies of the documents filed with the SEC by Epocrates will be
available on the “Investor Relations” portion of Epocrates’ website at www.epocrates.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION.
athenahealth, Echo Merger Sub, Inc. (“MergerSub”), Epocrates, and
their respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the security holders of
Epocrates in connection with the Merger. Information about those
executive officers and directors of athenahealth is set forth in
athenahealth’s proxy statement for its 2012 annual meeting of
stockholders, which was filed with the SEC on April 26, 2012, will
be included in Epocrates’ proxy statement to be filed with the SEC in
connection with the proposed transaction as described above, and is
supplemented by other public filings made, and to be made, with the SEC.
Information about those executive officers and directors of Epocrates
and their ownership of Epocrates common stock is set forth in Epocrates’
proxy statement for its 2012 annual meeting of stockholders, which was
filed with the SEC on August 30, 2012, and is supplemented by other
public filings made, and to be made, with the SEC. Investors and
security holders may obtain additional information regarding the direct
and indirect interests of athenahealth, MergerSub, Epocrates, and their
respective executive officers and directors in the Merger by reading the
proxy statement and the other filings and documents referred to above.
This press release does not constitute an offer of any securities for
sale.
This press release contains forward-looking statements, which are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including statements regarding
consummation and timing of the proposed transaction; anticipated
improvements in, and benefits of combining, the companies’ service
offerings (including, but not limited to improvements in information
access and mobile workflows); and the potential market for and awareness
of the companies’ services. These statements are neither promises nor
guarantees, and are subject to a variety of risks and uncertainties,
many of which are beyond our control, which could cause actual results
to differ materially from those contemplated in these forward-looking
statements. In particular, the risks and uncertainties include, among
other things: consummation of the transaction is subject to customary
closing conditions, which if not met or waived would cause the
transaction not to close, including the failure to obtain required
approval of the contemplated transaction; failure to effectively
integrate the services and operations of the companies; the risk that
the anticipated market for the companies’ combined services does not
materialize; the risk that service offerings will not operate in the
manner expected (e.g., due to design flaws, security breaches, or
otherwise); potential interruptions or delays in service offerings;
reliance upon third parties, such as computer hardware, software,
data-hosting, content, and internet infrastructure providers, which
reliance may result in failures or disruptions in our service offerings;
errors or omissions in services and the information they provide; and
the evolving and complex government regulatory compliance environment in
which the companies and their clients operate. Existing and prospective
investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
athenahealth undertakes no obligation to update or revise the
information contained in this press release, whether as a result of new
information, future events or circumstances, or otherwise. For
additional disclosure regarding these and other risks faced by
athenahealth, please see the disclosure contained in our public filings
with the Securities and Exchange Commission, available on the Investors
section of athenahealth’s website at www.athenahealth.com
and the SEC’s website at www.sec.gov.
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