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Filed by Eclipsys Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Shared Medical Systems Corporation
Commission File No. 001-13303
Contact:
Kimberly Kriger or Mark Semer
Kekst and Company
(212) 521-4800
ECLIPSYS CORPORATION SUES SHARED MEDICAL SYSTEMS OVER
ILLEGAL PROVISION IN POISON PILL RIGHTS PLAN
DELRAY BEACH, FL -- MARCH 6, 2000 -- Eclipsys Corporation (NASDAQ: ECLP) today
announced that, in another step designed to advance its offer to merge with
Shared Medical Systems Corporation (NYSE: SMS), it has commenced litigation in
the Delaware Chancery Court to challenge the legality of the continuing director
provision in SMS' poison pill rights plan and to enjoin the SMS board from using
the pill unlawfully to block Eclipsys' offer to merge.
Earlier this morning, Eclipsys announced that it has nominated four new
candidates to replace a majority of SMS' current Board of Directors, which has
repeatedly refused to consider Eclipsys' proposal to merge with SMS in a
transaction that would value the company's common stock at $67 per share. The
continuing director provision, which is illegal in Delaware, would effectively
prevent the Eclipsys nominees, if elected, from redeeming SMS' poison pill, and
deprive SMS shareholders from the opportunity to receive premium value for their
shares and to participate in a combined company with significantly enhanced
growth prospects.
Harvey J. Wilson, Eclipsys' Chairman and Chief Executive Officer said, "The
continuing director provision in SMS's shareholder rights plan is an illegal
ploy to entrench the company's board and to protect its members when they make
decisions that fail to take into account the best interests of the company's
shareholders. In this case, it could be used to disregard the attractive
Eclipsys offer to merge with SMS."
ABOUT ECLIPSYS
Eclipsys Corporation (www.eclipsys.com) delivers end-to-end information
solutions that enable healthcare enterprises to achieve balanced and improved
clinical, financial and customer-satisfaction outcomes. Solutions include its
comprehensive, knowledge-based Sunrise software line; leading-edge integration
solutions; application services provider (ASP) information-management solutions;
business process reengineering; network design and implementation; and full IT
outsourcing. In conjunction with its HEALTHvision affiliate (see
www.healthvision.com), Eclipsys provides customized, branded Web-based solutions
to local healthcare delivery systems. Eclipsys has more than 1,400 customer
organizations throughout the U.S. and in 17 other countries. For more
information, contact Investor Relations at investor.relations@eclipsys.com.
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Eclipsys Corporation
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Statements in this news release concerning future results, performance or
expectations are forward-looking statements. Because such statements involve
risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. These risks included
risks relating to the integration of the combined businesses and their products,
uncertainties regarding future financial results and other risks described in
the filings of Eclipsys with the Securities and Exchange Commission. Eclipsys
and The Outcomes Company are registered trademarks and Sunrise is a trademark of
Eclipsys Solutions Corp. Other product and company names in this news release
are trademarks or registered trademarks of their respective companies.
Investors are urged to read any relevant documents filed by Eclipsys with the
Securities and Exchange Commission because they will contain important
information. Investors will be able to obtain these documents, when available,
for free from the SEC's web site, www.sec.gov or from Ms. Randy Thomas,
Eclipsys (561) 243-1441.
Eclipsys and certain other persons named below may solicit proxies to elect
directors of SMS and to amend the by-laws of SMS. The participants in this
solicitation may include the following executive officers and employees of
Eclipsys: Mr. Harvey J. Wilson (Chairman and Chief Executive Officer), Mr.
Gregory L. Wilson (Chief Financial Officer) and Ms. Randy Thomas, (Senior Vice
President of Corporate Strategy and Marketing). The following nominees
for election as directors of SMS may be deemed participants: Mr. Robert Burch,
Mr. Alvin Clemens, Mr. N. Louis Capetola, and Mr. Donald Cook. Warburg Dillon
Read LLC ("WDR"), the financial advisor to Eclipsys, does not believe that it
or any of its members, partners, directors, officers, employees or affiliates
is a "participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934 by the Securities and Exchange Commission, or that
Schedule 14A requires the disclosure of certain information concerning WDR.
However, J. Richard Leaman, III (Managing Director) may assist Eclipsys in the
solicitation of proxies. In connection with retaining WDR to act as its
financial advisor, Eclipsys agreed to pay WDR customary fees, reimburse its
expenses and indemnify it and certain related persons against certain
liabilities in connection with its engagement. WDR engages in a full range of
investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of its business
WDR may trade securities of SMS for its own account and the accounts of its
customers, and accordingly, may at any time hold a long or short position in
such securities. WDR has informed Eclipsys that as of March 3, 2000, it held a
long position of less than one-tenth of one percent of shares of SMS common
stock. As of the date of this communication, Eclipsys is the owner of 250,100
shares of SMS common stock. Mr. H. Wilson is the owner of 54,000 shares of SMS
common stock.
Eclipsys disclaims beneficial ownership of any securities of SMS held by any
pension plan or other employee benefits plan of Eclipsys or by any affiliate of
Eclipsys. Except as disclosed above, to the knowledge of Eclipsys, none of
Eclipsys, the executive officers of Eclipsys, the employees or other
representatives of Eclipsys, or the nominees named above has any interest,
direct or indirect, by security holdings or otherwise, in SMS.