UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Misys plc
One Kingdom Street
Paddington
London W2 6BL
United Kingdom
44 (0)20 3320 5000
A. Peter Harwich, Esq.
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
United States of America
(212) 610-6300
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following boxo.
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter dis-closures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 01988P108 |
1. | NAME OF REPORTING PERSON MISYS PLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United Kingdom | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 79,811,511 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
79,811,511 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
79,811,511 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
54.6% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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CUSIP No. | 01988P108 |
1. | NAME OF REPORTING PERSON MISYS PATRIOT US HOLDINGS LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 61,308,295 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
61,308,295 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
61,308,295 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
41.9% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
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CUSIP No. | 01988P108 |
1. | NAME OF REPORTING PERSON MISYS PATRIOT LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
BK, OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United Kingdom | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 18,503,216 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
18,503,216 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
18,503,216 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
12.7% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
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• | 100% of the issued and outstanding shares of an indirect subsidiary of Misys (“Newco”), which will hold 61,308,295 shares of Company Common Stock, will be transferred to the Company in exchange for 61,308,295 newly issued shares of Company Common Stock (such newly issued shares being referred to as the “Exchange Shares” and the transaction described in this bullet being referred to as the “Exchange”); | ||
• | The Company will repurchase from Misys or from one or more of its indirect subsidiaries 24,442,083 shares of Company Common Stock at an aggregate purchase price of $577.4 million (the “Share Repurchase”), which includes a premium of $117.4 million for the agreement by Misys to divest its control over the Company; |
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• | Misys, directly or through one or more of its subsidiaries, will sell additional shares of Company Common Stock in an underwritten secondary public offering (the “Secondary Offering”); and | ||
• | if the Merger (as defined in Item 4) is completed, Misys will have the right to require that the Company repurchase from Misys or from one or more of its indirect subsidiaries 5,313,808 additional shares of Company Common Stock at an aggregate purchase price of $101.6 million (the “Contingent Share Repurchase”), which right may be exercised for up to 10 days after the closing of the Merger. |
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Exhibit 99.8 | £210 million Term and Multicurrency Revolving Credit Facilities Agreement, dated May 26, 2009 and amended and restated on March 5, 2010, among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch. | |
Exhibit 99.9 | Amendment, dated April 29, 2010, to £210 million Term and Multicurrency Revolving Credit Facilities Agreement dated May 26, 2009 and amended and restated on March 5, 2010 among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch. | |
Exhibit 99.10 | Framework Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. | |
Exhibit 99.11 | Form of Amended and Restated Relationship Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. | |
Exhibit 99.12 | Registration Rights Agreement, dated as of June 9, 2010, by and among Misys plc, Kapiti Limited, ACT Sigmex Limited and Allscripts-Misys Healthcare Solutions, Inc. | |
Exhibit 99.13 | Voting Agreement, dated as of June 9, 2010, by and among Misys plc, Misys Patriot US Holdings LLC, Misys Patriot Limited, Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation. | |
Exhibit 99.14 | ValueAct Agreement, dated as of June 9, 2010, by and among Misys plc, ValueAct Capital Master Fund L.P., Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation. | |
Exhibit 99.15 | Extension and Amendment Agreement to the Shared Services Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. | |
Exhibit 99.16 | Form of Transitional Services Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. |
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MISYS PLC | ||||
By: | /s/ Thomas E. Kilroy | |||
Name: | Thomas E. Kilroy | |||
Title: | Executive Vice President, General Counsel and Company Secretary | |||
MISYS PATRIOT US HOLDINGS LLC | ||||
By: | /s/ Darryl Smith | |||
Name: | Darryl Smith | |||
Title: | Authorized signatory | |||
MISYS PATRIOT LTD. | ||||
By: | /s/ Sarah E. H. Brain | |||
Name: | Sarah E. H. Brain | |||
Title: | Authorized signatory | |||
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Exhibit No. | Description | |
99.8 | £210 million Term and Multicurrency Revolving Credit Facilities Agreement, dated May 26, 2009 and amended and restated on March 5, 2010, among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch. | |
99.9 | Amendment, dated April 29, 2010, to £210 million Term and Multicurrency Revolving Credit Facilities Agreement dated May 26, 2009 and amended and restated on March 5, 2010 among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch. | |
99.10 | Framework Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. | |
99.11 | Form of Amended and Restated Relationship Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. | |
99.12 | Registration Rights Agreement, dated as of June 9, 2010, by and among Misys plc, Kapiti Limited, ACT Sigmex Limited and Allscripts-Misys Healthcare Solutions, Inc. | |
99.13 | Voting Agreement, dated as of June 9, 2010, by and among Misys plc, Misys Patriot US Holdings LLC, Misys Patriot Limited, Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation. | |
99.14 | ValueAct Agreement, dated as of June 9, 2010, by and among Misys plc, ValueAct Capital Master Fund L.P., Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation. | |
99.15 | Extension and Amendment Agreement to the Shared Services Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. | |
99.16 | Form of Transitional Services Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. |
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