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Exhibit 99.1
Contact:
Transition Systems, Inc.:
Randy L. Thomas, Vice President, Corporate Marketing (media)
(617) 723-4222 * rthomas@tsidss.com
Paula J. Malzone, CFO and Treasurer (investors)
(617) 305-5292 * pmalzone@tsidss.com
Eclipsys Corporation:
Stephanie P. Massengill, Corporate Development & Communications (media)
(561) 243-1457 * stephanie.massengill@eclipsys.com
Bob Vanaria, CFO (investors)
(561) 243-2324 * investor.relations@eclipsys.com
TRANSITION SYSTEMS SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED
BY ECLIPSYS CORPORATION
BOSTON, MA --- OCT. 29, 1998 --- Transition Systems, Inc. (TSI, Nasdaq:TSIX), a
leading provider of healthcare outcomes-enhancement software and services, has
signed a definitive agreement to be acquired by Eclipsys Corporation
(Nasdaq:ECLP), a leading provider of outcomes-focused healthcare information
technology solutions.
Separately, TSI announced that it had signed a definitive agreement to
complete its acquisition of HealthVISION, Inc. of Santa Rosa, CA. HealthVISION
is a leading developer of new integrated but separable clinical modules.
CareVISION, HealthVISION's electronic medical record product offering, employs
leading edge distributed processing technology to provide solutions ideally
suited for large scale integrated delivery networks. TSI and HealthVISION have
been actively developing the integration of CareVISION components with the
newest TSI product offering - Transition IV. The purchase price will consist of
$25.6 million dollars in cash, plus an earn-out of up to $10.75 million if
specified financial milestones are met.
Under the terms of the Eclipsys merger agreement, each share of TSI's
common stock will be converted into .525 shares of Eclipsys' common stock, at a
fixed exchange ratio with no collar. Based on Eclipsys' closing price yesterday
of $25 7/8, the transaction is valued at approximately $270 million. The
acquisition, which is subject to regulatory as well as TSI and Eclipsys
stockholder approval, will be accounted for as a pooling of interests and is
anticipated to close during the first quarter of 1999. TSI President and CEO
Robert F. Raco and TSI Director Patrick T. Hackett will join the Eclipsys Board
of Directors, subject to Eclipsys shareholder approval, upon closing of the
transaction. BT Alex. Brown Incorporated acted as financial advisor to TSI.
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Bob Raco, TSI President and CEO, stated that "We and the HealthVISION team
are excited to become a part of Eclipsys. Eclipsys continues to expand its
presence as an HIT industry leader committed to helping customers improve
outcomes. The companies and product lines are an excellent complement to one
another. We look forward to bringing the benefits of our combined organizations
to our TSI and HealthVISION customers and continuing to support their needs now
and into the future."
Eclipsys President and CEO Harvey J. Wilson stated, "The acquisition of
Transition Systems will enable Eclipsys to build on our accomplishments to date
as 'The Outcomes Company(TM)' and take a dramatic leap forward in helping our
customers balance and improve their integrated clinical, financial and
customer-satisfaction outcomes. TSI has a well-deserved reputation in our
industry as the leading provider of management information products, and its
acquisition will strongly complement the Eclipsys product line." The
HealthVISION clinical modules will be embedded in and inter-operate with
Eclipsys' Sunrise(TM) clinical suite.
TSI also commented that based on a preliminary analysis of results for the
fourth quarter ending September 30, 1998, it expects revenues for the quarter to
be between $9.5 million and $10.5 million, and earnings for the quarter to be
between $0.07 and $0.09 per share; however, no assurance can be given as to the
actual results. TSI anticipates announcing definitive results in the third week
of November, 1998.
Transition Systems, Inc., based in Boston, provides leading-edge management
information technology to hospitals, integrated health networks, physician
groups, HMOs and other healthcare organizations. Spanning the information needs
of today's healthcare enterprise, TSI offers data-integration services that
deliver information to the point of decision in real time, enterprise master
person identifier solutions (EMPI), disease-management products and a clinical
data repository, as well as integrated financial clinical and
patient-satisfaction decision support. More than 1,000 healthcare organizations
in the United States and abroad use TSI's software to improve the clinical and
financial performance of their organization.
Eclipsys Corporation is a Delray Beach, FL-based healthcare
information-technology company providing integrated information software and
service solutions to the healthcare industry, partnering with its customers to
help them improve clinical, administrative and financial outcomes. The company's
new Sunrise(TM) product line is a multi-tiered, browser-enabled suite of
rules-oriented applications that provide real-time clinical decision support and
emphasize direct physician order entry. Sunrise also supports managed care and
multi-entity processing for IHN integrated combined business offices (CBOs).
Products can be purchased in combination to provide an enterprise-wide solution
or individually to address specific needs. Eclipsys also provides a wide range
of outsourcing, remote processing and networking services to meet the
information-technology needs of its customers.
For more information, contact TSI at info@tsidss.com, (617) 723-4222 or
Eclipsys at investor.relations@eclipsys.com, (561) 266-2324.
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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.