(BSNS WIRE) REPEAT/e-MedSoft.com and Chartwell Sign Definitive Merger Agree
REPEAT/e-MedSoft.com and Chartwell Sign Definitive Merger Agreement
Business Editors
REPEATING...
JACKSONVILLE BEACH, Fla. & LOWELL, Mass.--(BUSINESS WIRE)--May 15,
2001--e-MedSoft.com (AMEX:MED) and Chartwell Diversified Services,
Inc. announced today that they have completed the next step in their
previously announced combination by executing a definitive merger
agreement as contemplated in the letter of intent announced on May 2.
As a result of the merger e-Medsoft.com will issue in its sole
discretion either $90,000,000 in cash or 50,000,000 of its common
stock plus 5 year warrants covering 20,000,000 shares of e-Medsoft.com
common stock having a strike price of $4.00 per share. The parties
have also agreed to a 20,000 share per trading day volume limitation
on the resale of the e-Medsoft common stock to be issued in the
Merger, pursuant to exercise of the Warrants, or otherwise held by the
Chartwell shareholders.
Consummation of the merger is subject to among other conditions,
receipt of required board, shareholder, and regulatory approvals, and
the completion of due diligence of the business and operations of each
company by the other.
About Chartwell Diversified Services, Inc.
Chartwell Diversified Services, Inc. is a privately held company
that, through efficiently matched technology and services solutions,
provides home infusion services, clinical respiratory services, home
medical equipment, home health services, and specialty pharmacy
services throughout the United States. As a provider and manager of
health care services within the alternate site setting, Chartwell and
its partnerships have profitably generated annual revenues
significantly greater than $150 million and has approximately 750 full
time employees in their core operations and approximately 8000 part
time non-benefited employees. www.chartwelldsi.com
About e-MedSoft.com
e-MedSoft.com, a leading Application Service Provider (ASP) of
comprehensive health-care portal solutions, is leading a transition in
the medical industry, as it is the first subscription-based
health-care management system available for delivery through the
Internet.
Through the Internet and its Java-based integrator, which utilizes
Sun Microsystems Inc.'s (Nasdaq:SUNW) Java technology, e-MedSoft.com's
software facilitates communication across diverse platforms and
languages in unlimited capacity, allowing for the interlink of
doctors, hospitals, clinics, HMOs, insurance companies, financiers and
government agencies.
The ease and low cost with which it can be implemented, its
Internet-based ASP model, which reduces the need to build internal IT
infrastructures, and its ability to allow for the exchange of
information across diverse platforms and systems bode well for its
widespread adoption by the medical community.
e-MedSoft.com also operates the e-Net Technology group of
companies. e-Net group focuses on removing the complexity of
Web-enabling business processes by providing a complete range of
Internet Managed Services and Information Technology solutions, and by
utilizing strategic partners Sun Microsystems, Oracle Corp. and Cisco
Systems Ltd.
e-MedSoft.com's products are built on the foundations of speed,
ease of use, security, scalability and resilience. For more
information, see e-medsoft.com, www.enetgroup.co.uk and
www.magnumfinancial.com.
Statements in this news release that relate to management's
expectations, intentions or beliefs concerning future plans,
expectations, events and performance are "forward looking" within the
meaning of the federal securities laws. These forward-looking
statements include assumptions, beliefs and opinions relating to the
company's business and growth strategy based upon management's
interpretation and analysis of its own contractual and legal rights,
of management's ability to satisfy industry and consumer needs with
its technologies, of health-care industry trends, and of management's
ability to successfully develop, implement, market and/or sell its
network transaction processing services, software programs, clinical
and financial transaction services, and e-commerce systems to its
clientele. Management's forward-looking statements further assume that
the company will be able to successfully develop and execute on its
strategic relationships. Many known and unknown risks, uncertainties
and other factors, including general economic conditions and risk
factors detailed from time to time in news releases and the company's
filings with the Securities and Exchange Commission, may cause these
forward-looking statements to be incorrect in whole or in part. The
company expressly disclaims any intent or obligation to update any
forward-looking statements. Actual results or events could differ
materially from those anticipated in the forward-looking statements
due to a variety of factors set out above, including, without
limitation, acceptance by customers of the company's products,
changing technology, competition in the health-care market, government
regulation of health care, the company's limited operating history,
general economic conditions, availability of capital and other
factors.
Note to Editors: Java and 100% Pure Java are trademarks of Sun
Microsystems Inc. in the United States and other countries. All other
trademarks, trade names, registered trademarks or registered trade
names are the property of their respective holders.
--30--ec/la* jc/la
CONTACT: e-MedSoft.com
John F. Andrews, 904/543-1000
jandrews@e-medsoft.com
www.e-medsoft.com
or
Chartwell
Frank Magliochetti, 978/323-2501
fmagliochetti@chartwelldsi.com
www.chartwelldsi.com
KEYWORD: FLORIDA MASSACHUSETTS
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS
ELECTRONIC GAMES/MULTIMEDIA MEDICAL NETWORKING SOFTWARE
MARKETING AGREEMENTS
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