HLIS .05 X .07 Merger going through ???
Tuesday July 11, 5:03 pm Eastern Time
Company Press Release
SOURCE: HealthWatch, Inc. and HALIS, Inc.
HealthWatch, Inc. and HALIS, Inc. Sign Merger
Agreement
ATLANTA, July 11 /PRNewswire/ -- HealthWatch, Inc. (Nasdaq: HEAL - news), and
HALIS, Inc. (OTC Bulletin Board: HLIS - news), jointly announced today that they have
entered into a definitive agreement and plan of merger pursuant to which HALIS will merge with and into a wholly-owned
subsidiary of HealthWatch. The merger has received approval of both Boards of Directors, but is subject to shareholder
approval for both companies.
Under the terms of the merger agreement, each outstanding share of HALIS common stock would be converted into one
twentieth (.050) of a share of HealthWatch common stock (i.e. an exchange ratio of 1 share of HealthWatch common stock for
20 shares of HALIS common stock). HealthWatch and Paul Harrison, CEO own 31% of HALIS, and have indicated to vote
in favor of the merger.
The transaction is expected to close during the third quarter of 2000, subject to the satisfaction of various conditions, including
without limitation, the approval of the transaction by the majority of the shareholders of each such entity, the qualification of the
merger as a tax- free reorganization for income tax purposes, the registration of the shares to be issued in the merger, listing of
the shares so issued on the Nasdaq SmallCap Market, issuance of favorable outside fairness opinions of the financial advisors
retained by each company, and various other customary conditions. No assurance can be given that the parties will be able to
satisfy the conditions to the consummation of the transaction.
Paul Harrison, Chairman and CEO of HealthWatch and HALIS pointed out that ``the merger is an essential and logical next
step in our goal to become a leading provider of enterprise software applications and transaction processing services for the
healthcare industry. This merger is an excellent fit for both companies. It will combine HealthWatch's strengths in internet and
private network applications technology and financial resources, with HALIS' comprehensive healthcare applications software.
Given current financial and information demands on the healthcare industry, we believe our products will be well received
because they deliver flexible, efficient information technology capabilities at a cost that are positioned to be significantly less than
other alternatives.''
HealthWatch is a healthcare information technology and services company operating as an Enterprise Applications Provider and
a Business Services Provider for the healthcare industry. HealthWatch offers through HALIS a Health Care Enterprise System
(``HES System''), which uses proprietary technology to distribute one integrated system capable of processing over 80
information applications for the management of a healthcare enterprise. The HES System is capable of processing and tracking
information for the entire healthcare cycle from the doctor visit, specialty clinic, hospital stay, to laboratory tests, pharmacy
prescriptions, home and long term care, insurance payments and more. HES efficiently downloads applications over the Internet
to a customer managed and operated private network environment or runs applications efficiently on the Internet as an
outsourced solution.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain forward-looking statements about the proposed merger of HealthWatch and HALIS. These
include statements regarding the anticipated closing date of the transactions, anticipated cost savings, and anticipated future
results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.
They often include words like ``believe,'' ``expect,'' ``anticipate,'' ``estimate'' and ``intend'' or future or conditional verbs such as
``will,'' ``would,'' ``should,'' ``could'' or ``may.'' Certain factors that could cause actual results to differ materially from expected
results include delays in completing the merger, difficulties in achieving cost savings or in achieving such savings within the
expected time frame, difficulties in integrating HealthWatch and HALIS, increased competitive pressures, changes in the interest
rate environment, general economic conditions or the securities market, and legislative and regulatory changes that adversely
affect the businesses in which HealthWatch and HALIS are engaged.
We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual
results could differ materially from those indicated in such forward-looking statements, due to a variety of factors, those factors
include, but are not limited to, failure to obtain required shareholder approvals, the companies' failure to consummate the
merger, inability to successfully integrate the companies after the merger, materially adverse changes in the companies' financial
conditions, changes in economic conditions and government fiscal and monetary policies, fluctuations in prevailing interest rates,
the ability of the Company to compete with other healthcare software and transaction service companies, changes in the
Company's operating or expansion strategy, the ability of the Company to attract, train and retain qualified personnel, the ability
of the Company to effectively market its services and products, the Company's dependence on existing sources of funding and
other factors generally understood to affect the financial results of HealthWatch's software and transactions service companies
and other risks detailed from time to time in both the Company's new releases and filings with the Securities and Exchange
commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that
occur after the date on which such statements were made.
Where You Can Find Additional Information
In connection with the proposed merger, HealthWatch and HALIS expect to mail a joint proxy statement/prospectus to their
respective shareholders, and HealthWatch will file a registration statement on form S-4 with the Securities and Exchange
Commission in connection therewith. Shareholders of HealthWatch and HALIS are encouraged to read the registration
statement, including the joint proxy statement/prospectus that will be part of the registration statement, because it will contain
important information about the merger, HealthWatch and HALIS. After the registration statement is filed with the SEC, it will
be available at no cost, both on the SEC's web site (http://www.sec.gov) or from HealthWatch's and HALIS' corporate
secretaries.
For information on either company, contact Marilyn May, (404)262-0181.
SOURCE: HealthWatch, Inc. and HALIS, Inc.
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