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 now 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
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.
--30--bk/ny*
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 |
