Company Press Release
Medical Manager to Acquire Physician Computer Network
ELMWOOD PARK, NJ/MORRIS PLAINS, NJ--(BUSINESS WIRE)--Dec. 7, 1999--Medical
Manager Corporation (NASDAQ: MMGR) and Physician Computer Network, Inc. (OTC:
PCNI) announced today that the two companies have signed a definitive agreement
which provides for Medical Manager to acquire substantially all of the operating
assets of Physician Computer Network, one of the nation's largest providers of
physician practice management systems, for a purchase price of $53 million, plus
the assumption of certain liabilities.
Medical Manager Corporation is the nation's leading provider of physician office
practice management systems. Medical Manager Corporation, through its
subsidiaries, Medical Manager Health Systems and Careinsite (NASDAQ: CARI), is
transforming the information infrastructure of America's practicing physicians
and with the acquisition of Physician Computer Network (PCN) will no provide
practice management systems to over 185,000 physicians throughout the U.S. The
acquisition of PCN represents another stepping stone toward its goal of
revolutionizing the way in which physicians can communicate electronically with
the nation's health plans, pharmacies, labs, other providers and suppliers of
healthcare, and their patients.
PCN also announced today that it has voluntarily filed a petition under Chapter
11 of the U.S. Bankruptcy Code and a Plan of Reorganization that provides for
the sale of the assets to Medical Manager upon confirmation of the Plan. Medical
Manager will exchange $15.5 million in cash and $37.5 million in shares of its
common stock and assume certain liabilities in exchange for substantially all of
the operating assets of PCN and its subsidiaries. Completion of the acquisition,
which is expected in the Spring of 2000 is subject to confirmation of the Plan
of Reorganization and certain other customary conditions to closing. Medical
Manager has also agreed to provide debtor-in-possession financing to PCN,
subject to court approval.
The integration of PCN into the Medical Manager franchise creates significant
opportunities for the combined organization. Medical Manager's penetration in
key geographic markets provides opportunities for more comprehensive as well as
more efficient customer support. It also creates significant cross-selling
opportunities between the two organizations. Commenting on the acquisition, John
Kang, Co-CEO of Medical Manager, said, "With more than 55,000 providers in
approximately 8,000 sites, PCN's installed base and national distribution
network increases Medical Manager Health System's strong presence on physicians'
desktops and creates an unparalleled sales, service and support organization.
Increasing the size of Medical Manager's franchise enhances the value to other
potential business partners interested in gaining a more efficient channel of
physician distribution."
In conjunction with the signing of the acquisition agreement, Medical Manager
and PCN have extended their previously announced exclusive arrangement to offer
Careinsite's web-based physician portal services and clinical e-commerce
transactions to PCN's entire client base. Careinsite, through its agreement with
Medical Manager, will be the exclusive provider of a fully integrated suite of
transaction services to approximately forty percent of all ambulatory care
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physicians across the U.S.
Martin J. Wygod, Chairman of Medical Manager, said, "The acquisition of PCN by
Medical Manager creates significant opportunities for Careinsite. This
acquisition strengthens Careinsite's appeal to large health plans, pharmacies
and clinical labs given the combined physician base and distribution
organizations located in virtually every local geographic market in the country.
It also accelerates Careinsite's ability to offer secure web-based services
which are fully integrated into the workflow and data of PCN's installed base.
In addition to aggregating large numbers of physicians, Careinsite continues to
focus on strategic partnerships which will enhance its goal of creating an
all-payer, all-patient network."
Carter Evans, President of PCN, said, "Medical Manager has been an excellent
competitor of ours for over fifteen years and I am pleased to announce that PCN
will join such a strong and reputable organization. Leveraging PCN's installed
base over Medical Manager's infrastructure will enable PCN to regain financial
health. Joining the Medical Manager team and fully integrating Careinsite's
services into PCN's products will ensure that PCN's customers have a
market-leading product and superior customer service and support."
Medical Manager Corporation (NASDAQ: MMGR) operates three principal lines of
business: physician practice management systems through Medical Manager
Health Systems, Inc., healthcare e-commerce through Careinsite, Inc. (NASDAQ:
CARI), and plastics and filtration technologies through Porex Corporation.
The statements contained in this release, other than the terms of the
acquisition, are forward looking statements that involve risks and uncertainties
including, but not limited to, the successful closure of the acquisition and the
integration of the Medical Manager and Physician Computer Network businesses,
the feasibility of developing commercially profitable healthcare e-commerce
services, the effect of economic conditions, physician and other user
acceptance, the impact of competitive products, services and pricing, product
development, commercialization and technological difficulties, and other risks
detailed in Medical Manager's and Physician Computer Network's Securities and
Exchange Commission filings.
Contact:
Medical Manager Corporation
James R. Love
Executive Vice President and
Chief Financial Officer
201/703-3400
or
Physician Computer Network
Carter Evans
President
973/490-3100
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