HBO & Co. Pursued Access Health Since August '97 -
Filing
By MARIA V. GEORGIANIS
Dow Jones Newswires
NEW YORK -- HBO & Co. (HBOC) began pursuing a merger with Access Health Inc. (ACCS)
in August 1997 and met with the company at least a dozen times before reaching an agreement,
according to a joint filing by the companies Friday with the Securities and Exchange Commission.
Access Health shareholders are scheduled to vote Dec. 10 on HBO's plan to acquire the
health-management services company in a stock swap worth more than $1 billion. The companies
announced the merger agreement Sept. 28.
Atlanta-based HBO, a provider of health-care data systems, presented in early September the
stock-swap offer that is in place today. Access Health, Bloomfield, Colo., retained Merrill Lynch
& Co. as an adviser shortly thereafter.
Under the terms of the agreement, Access Health shareholders will receive shares of HBO equal to
$43.50, if the average price of HBO stock is greater than $30. If the average HBO price is $30 or
less, Access Health shareholders will receive 1.45 HBO shares for each Access Health share.
According to the SEC filing, Access Health said the merger will allow it to expand the distribution
of its products and services, link it up to a company with greater financial resources and enable it to
more quickly respond to technological change and competition.
Access Health shares rose 3/8, or 1.1%, to 36, on Nasdaq volume of 133,600, compared with
average daily volume of 447,300. HBO shares rose 1/16, or 0.2%, to 25 1/4 on Nasdaq volume
of 4.2 million, compared with average daily volume of 6.3 million.
According to the SEC filing, the merger between HBO and Access Health may be terminated by
either company if it isn't completed on or before Jan. 15.
In addition, the Access Health board may terminate the merger if the average market value of
HBO's stock during the 20 consecutive trading days ending on the second trading day prior to the
Access Health stockholder meeting is less than 21.
The HBO board may terminate the merger agreement "if the assets, rights, financial condition or
results of operations of Access are condemned, destroyed, lost or damaged in such a way as to
have a material adverse effect on Access," according to the filing.
If Access Health terminates the merger in order to pursue an acquisition, it must pay HBO $25
million in cash, under certain conditions, and up to $1 million to cover HBO's expenses incurred
with the merger, according to the filing.
- Maria V. Georgianis; 201-938-5244; |
