Idx Systems (NASDAQ:IDXC)
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GE Healthcare, a unit of General Electric Company
(NYSE:GE), and IDX Systems Corporation (Nasdaq:IDXC) announced today
that they have entered into a definitive merger agreement for GE to
acquire IDX, a leading healthcare information technology (IT)
provider. Pursuant to the transaction, IDX shareholders will receive
$44 per share payable in cash in the merger, for a total consideration
of approximately $1.2 billion, net of IDX cash and equivalents.
The combination of IDX with GE Healthcare will create a leading
healthcare IT vendor, offering one of the most comprehensive suites of
clinical, imaging and administrative information systems on the
market.
"GE and IDX have a shared vision on how to accelerate the adoption
of electronic health records across the globe," said Joe Hogan,
president and CEO of GE Healthcare. "We are extremely excited about
joining with IDX and believe that our combined offerings are in line
with where healthcare is headed and match the needs of our customers."
"IDX has grown substantially in recent years and we believe our
opportunities for continued growth and expansion will be best realized
through the additional scale and resources that a company like GE can
provide," said Jim Crook, Chief Executive Officer of IDX. "As part of
GE Healthcare, we believe we will be able to capitalize more fully on
the rapidly expanding opportunities in the healthcare IT industry
worldwide to fulfill our mission to make a difference in healthcare."
According to Vishal Wanchoo, president and CEO of GE Healthcare
Information Technologies, "IDX's administrative, clinical and imaging
information systems complement GE's rich clinically-focused
Centricity(R) information technology offerings. Together, we will be
able to offer a comprehensive set of solutions meeting almost every
need a hospital, clinic or doctor's office has, allowing them to
deliver the best quality of healthcare possible to their patients, and
to manage their businesses optimally. GE Healthcare will help
accelerate IDX's current solution development and deployment projects,
which will benefit IDX customers and provide enhanced opportunities
for IDX employees."
"Today brings together two leading healthcare IT companies. GE and
IDX today form the core of our IT systems. We're excited about the
increased value they will bring as one company," said Jack Wolf, CIO
of Montefiore Medical Center.
The transaction, which is subject to IDX shareholder and
regulatory approvals, and other customary conditions, is expected to
close by early 2006. In connection with the transaction, certain
shareholders representing approximately 20 percent of the IDX shares
outstanding have agreed, among other things, to vote their shares in
favor of the proposed transaction. The Boards of Directors of GE and
IDX have approved the transaction.
Conference Call Broadcast
IDX senior executives will discuss today's announcement during an
investor community conference call at 10:00 a.m. eastern time today,
September 29, 2005. The call can be accessed by dialing 866-425-6192
in the U.S. and 973-935-2981 internationally or via live webcast. The
webcast will be available at http://www.idx.com, Investor Relations,
Multimedia.
Conference Call Replay
A replay of the conference call will also be available shortly
after the call ends through September 30, 2005 at 5:00 p.m. eastern
time. To access the replay, dial 877-519-4471 in the U.S. and
973-341-3080 internationally and enter 6548286 as the conference ID
number. The archived webcast will also be available at
http://www.idx.com, Investor Relations, Multimedia.
About GE Healthcare
GE Healthcare provides transformational medical technologies that
are shaping a new age of patient care. GE Healthcare's expertise in
medical imaging and information technologies, medical diagnostics,
patient monitoring and life support systems, disease research, drug
discovery, and biopharmaceutical manufacturing technologies is helping
physicians detect disease earlier and to tailor personalized
treatments for patients. GE Healthcare offers a broad range of
products and services that are improving productivity in healthcare
and enhancing patient care by enabling healthcare providers to better
diagnose and treat cancer, heart disease, neurological diseases, and
other conditions.
Globally headquartered in the United Kingdom, GE Healthcare is a
$15 billion unit of General Electric Company (NYSE:GE). Worldwide, GE
Healthcare employs more than 43,000 people committed to serving
healthcare professionals and their patients in more than 100
countries. For more information about GE Healthcare, visit our website
at www.gehealthcare.com.
About IDX Systems Corporation
Founded in 1969, IDX Systems Corporation provides information
technology solutions to maximize value in the delivery of healthcare,
improve the quality of patient service, enhance medical outcomes, and
reduce the costs of care. IDX systems are deployed to serve
approximately 150,000 physicians and are installed at over 3,400
customer sites, including more than 850 group practices and
approximately 370 integrated delivery networks servicing more than 500
hospitals. IDX has approximately 2,400 full-time employees.
IDX is a registered trademark of IDX Investment Corporation.
In connection with the proposed transaction, IDX intends to file a
proxy statement and other relevant materials with the Securities and
Exchange Commission (SEC). BEFORE MAKING ANY VOTING DECISION WITH
RESPECT TO THE PROPOSED MERGER, INVESTORS AND SHAREHOLDERS OF IDX ARE
STRONGLY ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS, INCLUDING ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. The proxy statement and other relevant materials, and any
other documents filed by IDX with the SEC, may be obtained free of
charge at the SEC's web site at www.sec.gov. In addition, investors
and shareholders of IDX may obtain free copies of the documents filed
with the SEC by contacting IDX Investor Relations at (802) 862-1022 or
IDX, 40 IDX Drive, P.O. Box 1070, Burlington, VT 05402-1070, attention
IDX Investor Relations. You may also read and copy any reports,
statements and other information filed by IDX with the SEC at the SEC
public reference room at 100 F Street, N.E., Room 1580, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's web
site for further information on its public reference room.
IDX and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the IDX shareholders
in favor of the proposed Merger. Information regarding IDX's directors
and executive officers is contained in IDX's Form 10-K for the year
ended December 31, 2004 and its proxy statement dated April 21, 2005,
which are filed with the SEC. As of September 28, 2005, IDX's
directors and executive officers beneficially owned approximately
7,422,447 shares, or 22.5%, of IDX's common stock. Certain executive
officers and directors of IDX have interests in the merger that may
differ from the interests of shareholders generally, including
acceleration of vesting of stock options and continuation of director
and officer insurance and indemnification. A more complete description
will be available in the Proxy Statement.
This press release contains forward-looking statements about IDX
Systems Corporation that involve a number of risks and uncertainties.
Among the important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements are
uncertainties or difficulties in developing new services and systems,
difficulties in completing and integrating acquisitions, difficulties
in implementing systems, possible deferral, delay or cancellation by
customers of computer system or service purchase decisions, possible
delay of system installations and service implementations, development
by competitors of new or superior technologies, changing economic,
political and regulatory influences on the healthcare industry,
possible disruptions in the national economy caused by terrorist
activities and foreign conflicts, changes in product pricing policies,
governmental regulation of IDX's software and operations, the
possibility of product-related liabilities, changes in our
relationships with our partners, and factors detailed from time to
time in IDX's periodic reports and registration statements filed with
the Securities and Exchange Commission, which important factors are
incorporated herein by reference. IDX undertakes no obligation to
update forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events, or changes in future operating
results, financial condition or business over time.