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To: John Arnopp who wrote (1641)9/8/1998 11:33:00 PM
From: David Lawrence  Read Replies (1) | Respond to of 4467
 
Gotta kick 'em when their down. <g> Sent you a PM in re Tim.



To: John Arnopp who wrote (1641)9/8/1998 11:55:00 PM
From: David Lawrence  Respond to of 4467
 
Thanks for the link, John. I couldn't reply to that message because the URL was too long and the reply page won't load!

WSJ URLs - security through obscurity.



To: John Arnopp who wrote (1641)9/9/1998 10:26:00 PM
From: David Lawrence  Read Replies (1) | Respond to of 4467
 
I guess I'm the only fool around here holding ISCG? Not even enough premium to make me whole........

First Consulting Group and Integrated Systems Consulting Group to
Merge

LONG BEACH, Calif.--(BUSINESS WIRE)--Sept. 9, 1998--

Combined Entities to Provide Broad Operations Improvement and
Information Management Services to the Converging Healthcare
Services and Pharmaceutical Industries

First Consulting Group Inc. (NASDAQ:FCGI), a leading provider of
operations improvement and information management services for the
healthcare industry, and Integrated Systems Consulting Group Inc.
(NASDAQ:ISCG), a leading provider of application development,
document management and network integration services predominately for
the pharmaceutical industry, Wednesday announced a definitive merger
agreement.
This transaction, which is valued at $123.8 million based on
Tuesday's closing price of FCG's common stock and the approximately 9
million fully diluted shares outstanding of ISCG common stock, will
significantly enhance FCG's breadth of coverage in the increasingly
interrelated healthcare services and pharmaceutical industries.
It also strengthens the company's application development
capability in client-server architecture, Web-based applications,
object-oriented and relational databases, and cross-platform systems
integration.
The combined companies had a pro forma 1998 first half annualized
revenue run rate of $180.1 million and more than 1,300 employees as of
June 30, 1998.
Under the terms of the agreement, which is subject to approval of
both FCG and ISCG shareholders and customary closing conditions, each
outstanding share of ISCG common stock will be exchanged at a fixed
exchange rate of 0.77 for a newly issued share of FCGI common stock.
Completion of the merger is expected in the fourth quarter of 1998.
The parties expect the transaction, which was unanimously
approved by the boards of directors of both companies, to be accretive
to 1998 earnings per share, excluding one-time costs relating to the
merger.
"The next wave of healthcare will see increasing interaction
among genetic engineering, drug development, disease management and
care delivery," said James A. Reep, FCG's chairman and chief executive
officer.
"This merger gives us strong positions in each of the major
worldwide healthcare services segments: healthcare delivery, physician
organizations, health plans, government-based healthcare,
pharmaceuticals and biotechnology. ISCG gives us a major leap forward
to become a leader in the global 21st century integrated health and
human services industry," Reep added.
David S. Lipson, chairman and chief executive officer of ISCG
explained, "We think that the combination of FCG's broad industry
expertise, information technology strategic planning skills and
program management methods with ISCG's deep information technology
skills will allow us to significantly broaden the range and scope of
our services.
"We are very pleased to have found a partner with a similar
corporate culture and an unquestioned commitment to client
satisfaction and results, employee development and practice research,"
Lipson added.
Upon completion of the transaction, Reep will continue as
chairman, president and chief executive officer of the combined firm
and Lipson will become vice chairman and managing director of the
pharmaceutical and life sciences practice.
The transaction is intended to be accounted for as a
pooling-of-interests and is intended to qualify as a tax-free
reorganization. Shareholders representing approximately 56.6 percent
and 27 percent of the common stock outstanding of ISCG and First
Consulting Group respectively have signed irrevocable proxies to vote
in favor of the merger.
FCG was advised by Hambrecht & Quist LLC and ISCG was advised by
Robert W. Baird & Co. Inc., each of whom has rendered an opinion that
the exchange ratio is fair to its respective client shareholders.
The merged organizations will provide consulting, systems
development and integration, and management services to the healthcare
services and pharmaceutical industries through 27 offices serving
North America and Europe. The firm's services are designed to increase
its clients' operations effectiveness resulting in reduced costs,
improved customer service, enhanced quality of patient care and the
more rapid introduction of new pharmaceutical compounds.
*T
First Consulting Group Inc.
Integrated Systems Consulting Group Inc.
Fact Sheet

First Consulting Group Inc.

Stock Symbol: FCGI

Top Management: James A. Reep, chairman & chief executive officer
Luther J. Nussbaum, executive vice president
Steven Heck, executive vice president
Thomas A. Reep, chief financial officer

Number of Offices: 23

Number of Employees: 707

Headquarters: Long Beach, Calif.

Weighted Average
Diluted Shares
Outstanding: 15.372 million

1998 First Half
Highlights: Net revenue: $60,386
Net income: $3,704
Earnings per share: $0.24

Integrated Systems Consulting Group

Stock Symbol: ISCG

Top Management: David S. Lipson, chairman, president & chief
executive officer
Jay M. Rose, chief operating officer
David D. Gathman, chief financial officer

Number of Offices: 4

Number of Employees: 600

Headquarters: Wayne, Pa.

Weighted Average
Diluted Shares
Outstanding: 9.045 million

1998 First Half
Highlights: Revenues: $29,673
Net income: $2,206
Earnings per share: $0.25

*T

Except for the historical information contained herein, this news
release contains forward-looking statements, including, without
limitation, statements containing the words, "believes,"
"anticipates," "expects" and words of similar import. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of FCG or ISCG, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others: the importance of attracting and
retaining personnel; variability of operating results; potential
inability to maintain business relationships; significant investment
of resources in marketing; competition in the healthcare consulting
and information technology industry; management of the combined
company's growth; consolidation and cost pressures in the healthcare
and life sciences industries; regulatory and technological change in
the healthcare and information technology industries; expansion into
international consulting; integration of acquired businesses and
personnel; dependence on key employees; limited protection of
proprietary information; control by existing stockholders and
management and other factors referenced in FCG's Prospectus, dated
Feb. 13, 1998, and each company's 10Q for the quarter ended June 30,
1998.

CONTACT: First Consulting Group, Long Beach
Luther Nussbaum, 562/624-5220
Jim Reep, 562/624-5205
or
Integrated Systems Consulting Group, Wayne
David Lipson or David Gathman
610/989-7000

KEYWORD: CALIFORNIA PENNSYLVANIA
INDUSTRY KEYWORD: PHARMACEUTICAL MEDICINE MERGERS/ACQ
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