Medecision (MM) (NASDAQ:MEDE)
Historical Stock Chart
From Jun 2019 to Jun 2024
![Click Here for more Medecision (MM) Charts. Click Here for more Medecision (MM) Charts.](/p.php?pid=staticchart&s=N%5EMEDE&p=8&t=15)
MEDecision, Inc. (Nasdaq:MEDE),
a leading provider of collaborative health care management solutions,
today announced that it has reached a merger agreement pursuant to which
Health Care Service Corporation (HCSC), which operates Blue Cross and
Blue Shield plans in Illinois, New Mexico, Oklahoma and Texas, will
acquire all of the outstanding shares of MEDecision common stock for
$7.00 per share in cash. The transaction is valued at approximately $121
million, including consideration paid to holders of outstanding options
and warrants.
Subsequent to the completion of the acquisition, MEDecision will remain
an independent company dedicated to the needs of all health plans and
will maintain its own brand identity. The company will continue to
pursue development and implementation of its Alineo™
and Nexalign™ collaborative health care
management solutions. Moreover, the transaction will strengthen
MEDecision’s ability to provide market-leading
services to the country’s leading health plans.
The Boards of Directors of both companies have unanimously approved the
transaction. Additionally, holders of approximately 45% of the
outstanding MEDecision common stock have entered into agreements with
HCSC to vote in favor of the transaction. Closing of the transaction is
expected late in the third quarter or early in the fourth quarter of
2008, subject to approval by MEDecision shareholders and customary
regulatory and other conditions. MEDecision was advised on the
transaction by Lazard.
“This transaction will deliver substantial
current value to our shareholders and is a significant milestone for
MEDecision and a very positive step forward in our evolution as a
company,” said MEDecision Founder and Chief
Executive Officer David St.Clair. “It
underscores the strength of our collaborative health care management
solutions, Alineo™ and Nexalign™.
It also validates our vision of the health care industry and will enable
us to further expand our technology development and strengthen our focus
on customer service and satisfaction.”
“HCSC is committed to promoting accessible,
cost-effective, quality health care through innovation and collaboration,”
said Pat Hemingway Hall, President and Chief Operating Officer of Health
Care Service Corporation. “We are excited
about joining forces with MEDecision who for two decades has
demonstrated this same commitment to improving overall health outcomes
with creative solutions that foster collaborative relationships between
patients, payers and providers.”
About HCSC
Health Care Service Corporation, a Mutual Legal Reserve Company, is the
largest customer-owned health insurer in the United States and the
fourth largest health insurer in the country overall, with 12.4 million
members in its Blue Cross and Blue Shield plans in Illinois, New Mexico,
Oklahoma and Texas. The company is an independent licensee of the Blue
Cross and Blue Shield Association. HCSC also has a rating of AA- (Very
Strong) from Standard and Poor’s, Aa3
(Excellent) from Moody’s and A+ (Superior)
from A.M. Best Company.
About MEDecision
MEDecision offers collaborative health care management solutions that
provide a simplified and smart way to manage the health of members and
member populations which can improve the quality and affordability of
care. Based on state-of-the-art technology, MEDecision's solutions
include Alineo™, a collaborative health care
management platform for managing case, disease and utilization
management and Nexalign™, a collaborative
health care information exchange service. MEDecision believes that, in
the aggregate, its health care payer customers insure or manage care for
approximately one in every six people in the U.S. with health insurance.
For more information, please visit www.MEDecision.com.
Forward-Looking Statement
This release contains, and the conference call will contain,
forward-looking statements within the meaning of the "safe harbor"
provisions of the federal securities laws, including, without
limitation, statements about the expected timing, completion and effects
of the proposed merger between MEDecision and HCSC. These
forward-looking statements are subject to risks and uncertainties that
could cause actual events or results to differ materially from such
statements. MEDecision may not be able to complete the proposed merger
because of a number of factors, including, among other things, the
failure to obtain shareholder approval or the failure to satisfy other
closing conditions. Other risks and uncertainties that may affect
forward-looking statements are described in the "Risk Factors" section
and elsewhere in the company's Annual Report on Form 10-K as filed with
the Securities and Exchange Commission (SEC) on March 28, 2008 and the
company’s Quarterly Report on Form 10-Q as
filed with the Securities and Exchange Commission (SEC) on May 9, 2008.
MEDecision undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.
Additional Information About the Merger and Where to Find It
MEDecision will file with the Securities and Exchange Commission (the “SEC”),
and furnish to its shareholders, a proxy statement soliciting proxies
for the meeting of its shareholders to be called with respect to the
proposed merger between MEDecision and HCSC. MEDecision SHAREHOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED
TO THEM BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. MEDecision
shareholders and other interested parties will be able to obtain,
without charge, a copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC’s
Web site at www.sec.gov. MEDecision
shareholders and other interested parties will also be able to obtain,
without charge, a copy of the proxy statement (when available) and other
relevant documents by directing a request by mail or telephone to
MEDecision, Inc., 601 Lee Road, Chesterbrook Corporate Center, Wayne,
Pennsylvania 19087, Attention: Corporate Secretary, telephone: (610)
540-0202, or from MEDecision's Web site, www.MEDecision.com.
MEDecision and certain of its directors, executive officers and other
members of management and employees may, under SEC rules, be deemed to
be “participants”
in the solicitation of proxies from shareholders of MEDecision with
respect to the proposed merger. Information regarding the persons who
may be considered “participants”
in the solicitation of proxies will be set forth in MEDecision’s
proxy statement relating to the proposed merger when it is filed with
the SEC. Information regarding certain of these persons and their
beneficial ownership of MEDecision common stock as of March 28, 2008 is
also set forth in MEDecision’s proxy
statement for its 2008 Annual Meeting of Shareholders, which was filed
with the SEC on April 23, 2008.
MEDecision is a trademark of MEDecision, Inc. The MEDecision logo and
product names are also trademarks or registered trademarks of
MEDecision, Inc. Other product and brand names are trademarks of their
respective owners.
MEDE-E