allscripts-misys Healthcare Solutions, Inc. (Form- Sc to-i, Received- 11-07-2008 11-14-02)

7/31/2019 allscripts-misys Healthcare Solutions, Inc. (Form- Sc to-i, Received- 11-07-2008 11-14-02)

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SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.(Name of Subject Company (Issuer))

ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.(Name of Filing Person (Issuer and Offeror))

3.50% Convertible Senior Debentures due 2024(Title of Class of Securities)

01988PAA6, 01988PAB4(CUSIP Numbers of Class of Securities)

Brian Vandenberg, Esq.

Senior Vice President and General Counsel

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

(312) 506-1200(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

with copy to:

Edward D. Ricchiuto, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

CALCULATION OF FILING FEE

Transaction Valuation*: $28,266,280 Amount of Filing Fee**: $1,110.86

* Calculated solely for purposes of determining the filing fee. The amount assumes that up to $27,868,000 principal

amount of 3.50% Convertible Senior Debentures due 2024 are purchased at a price of $1,014.29 (this price includesaccrued and unpaid interest up to the change of control purchase date) per $1,000 principal amount.

** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as

amended, and equals $39.30 for each $1,000,000 of the value of the transaction.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the

offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule

and the date of its filing.

Amount Previously Paid: Not applicable

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Filing Party: Not applicable Form or Registration No.: Not applicable Date Filed: Not applicable

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Exhibit (a)(1)(A)

NOTICE OF CHANGE OF CONTROL AND OFFER TO PURCHASE

ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.

(formerly named Allscripts Healthcare Solutions, Inc.)

Offer to Purchase for Cash any and all of the Outstanding Allscripts Healthcare Solutions, Inc.

3.50% Convertible Senior Debentures due 2024(CUSIP Nos. 01988PAA6, 01988PAB4)

To exercise your option to have the Company purchase your Debentures and receive the Change of Control

Repurchase Price, you must deliver the enclosed Purchase Notice to the Paying Agent prior to 5:00 p m., New York

City time, on December 9, 2008 (the Expiration Date) and not have withdrawn your Debentures prior to 5:00

p.m., New York City time, on the Expiration Date.

In accordance with Section 3.08 of the Indenture (as defined below), Allscripts-Misys Healthcare Solutions, Inc.

(formerly named Allscripts Healthcare Solutions, Inc.) (the Company) hereby delivers this Notice of Change of Control

and Offer to Purchase (as amended and supplemented from time to time, the Offer to Purchase), and the related offer

materials and hereby offers to purchase any and all of the Allscripts Healthcare Solutions, Inc. 3.50% Convertible Senior

Debentures due 2024 (the Debentures) at a purchase price, equal to 100% of the principal amount of the Debentures being

repurchased ($1,000 per each $1,000 principal amount outstanding) plus any accrued and unpaid interest and accrued andunpaid Liquidated Damages (as defined in the Indenture), if any, to but not including the Change of Control Repurchase Date

(as defined below) (the Change of Control Repurchase Price). The offer to purchase Debentures on the terms and subject to

the conditions set forth in the Offer to Purchase is referred to herein as the Change of Control Offer.

A Change of Control (as defined in clause (i) of the definition thereof in the Indenture) occurred on October 10, 2008,

as a result of the acquisition (the Acquisition) by Misys plc (Misys) and its subsidiaries of in excess of 50% of the issued

and outstanding shares of the Companys common stock (the Shares) pursuant to an Agreement and Plan of Merger dated

as of March 17, 2008 by and among Misys, Misys Healthcare Systems, LLC, a wholly-owned indirect subsidiary of Misys

(MHS), the Company and Patriot Merger Company, LLC, a wholly-owned subsidiary of the Company (Patriot), which

included (i) the merger on such date of Patriot with and into MHS, with MHS continuing as the surviving entity as a

wholly-owned subsidiary of the Company (the Merger), in consideration for which a subsidiary of Misys received shares of

the Company and (ii) the purchase by a subsidiary of Misys of 18,857,142 shares of Company common stock for

$330,000,000 in cash.

The Change of Control Offer is being made pursuant to obligations in the Indenture governing the Debentures between

the Company and Bank of America, N.A., as successor by merger to LaSalle Bank N.A., dated as of July 6, 2004 (the

Indenture).

On first business day after December 10, 2008 (December 10, 2008 being referred to herein as the Change of Control

Repurchase Date), the Company will purchase all Debentures properly

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Exhibit (a)(1)(B)

PURCHASE NOTICE

To Surrender

3.50% Convertible Senior Debentures due 2024

(CUSIP Nos. 01988PAA6, 01988PAB4)

ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.Pursuant to the Notice of Change of Control and Offer to Purchase

given by

Allscripts-Misys Healthcare Solutions, Inc.

Dated November 7, 2008

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE NOTICE OF CHANGE OF CONTROL AND

OFFER TO PURCHASE, THE RIGHT OF HOLDERS TO SURRENDER DEBENTURES FOR PURCHASE IN THE

OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 9, 2008 (THE EXPIRATION DATE).

DEBENTURES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY

TIME, ON THE EXPIRATION DATE. HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A

PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THETRANSMITTAL PROCEDURES OF DTC.

The Paying Agent is: Bank of America, N.A.

By Regular, Registered or Certified

Mail or Overnight Courier:

By Facsimile:

(312) 904-4018

LaSalle Global Trust Services

Attn: Margaret Muir

135 South LaSalle Street

Mail Code IL4-135-16-25

Chicago, IL 60603

Confirm Receipt of Facsimile Only:

Telephone: (312) 904-2226

DELIVERY OF THIS PURCHASE NOTICE TO AN ADDRESS, OR

TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE, OTHER THAN

AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN AND IN THE OFFER TO PURCHASE (AS DEFINED

BELOW) SHOULD BE READ CAREFULLY BEFORE THIS PURCHASE NOTICE IS COMPLETED.

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Exhibit (a)(1)(C)

Allscripts Announces Notice of Offer to Purchase in Cash

3.50% Convertible Senior Debentures due 2024

CHICAGO November 7, 2008 Allscripts-Misys Healthcare Solutions, Inc. (formerly named Allscripts Healthcare

Solutions, Inc.), a corporation existing under the laws of Delaware (Allscripts) and headquartered in Chicago, Illinois

announced today its offer to holders to purchase all of its 3.50% Convertible Senior Debentures due 2024 (the Debentures)

at a purchase price (the Change of Control Repurchase Price) equal to 100% of the principal amount of the Debenturesbeing repurchased ($1,000 per each $1,000 principal amount outstanding) plus any accrued and unpaid interest and accrued

and unpaid Liquidated Damages (as defined in the Indenture governing the Debentures between Allscripts and Bank of

America, N.A. as successor by merger to LaSalle Bank N.A., dated as of July 6, 2004), if any, to but not including

December 10, 2008 (the Change of Control Repurchase Date), subject to the terms and conditions described in each of the

Notice of Change of Control and the Offer to Purchase, both dated November 7, 2008 (the Offer to Purchase), and related

Purchase Notice (the Purchase Notice) (which together, as they may be amended and supplemented from time to time,

constitute the Change of Control Offer). Allscripts will pay the purchase price in the Change of Control Offer in cash. The

Change of Control Offer and withdrawal rights will expire at 5:00 p.m., Eastern Standard Time, on December 9, 2008,

unless the Change of Control Offer is extended.

Allscripts is offering to purchase the Debentures to satisfy its obligation under the Indenture to repurchase the

Debentures following a Change of Control of Allscripts. A Change of Control (as defined in clause (i) of the definition

thereof in the Indenture) occurred on October 10, 2008, as a result of the acquisition by Misys plc (Misys) and its

subsidiaries of in excess of 50% of the issued and outstanding shares of Allscripts common stock pursuant to an Agreement

and Plan of Merger dated as of March 17, 2008 by and among Misys, Misys Healthcare Systems, LLC, a wholly-owned

indirect subsidiary of Misys (MHS), Allscripts and Patriot Merger Company, LLC, a wholly-owned subsidiary of Allscripts

(Patriot), which included (i) the merger of Patriot with and into MHS, with MHS continuing as the surviving entity as a

wholly-owned subsidiary of Allscripts, in consideration for which a subsidiary of Misys received shares of Allscripts

common stock and (ii) the purchase by a subsidiary of Misys of 18,857,142 shares of Allscripts common stock for

$330,000,000 in cash.

In order to surrender Debentures for purchase, a purchase notice must be delivered to Bank of America, N.A., as

successor by merger to LaSalle Bank N.A., the paying agent, or through The Depository Trust Company by 5:00 p m.,

Eastern Standard Time, on December 9, 2008. Holders may withdraw any Debentures previously surrendered for purchase at

any time prior to 5:00 p.m., Eastern Standard Time, on December 9, 2008 by delivering a notice of withdrawal to the payingagent at the address listed in the Offer to Purchase or through the Depository Trust Company. Generally, a holder of

Debentures will recognize gain or loss on the surrender of Debentures in the Change of Control Offer equal to the difference

between the amount realized on the surrender and the tax holders basis in the Debentures, except to the extent attributable to

accrued but unpaid interest (which will instead be taxable as ordinary income) and may be subject to applicable withholding

taxes. Debenture holders are urged to consult their tax advisors.

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allscripts-misys Healthcare Solutions, Inc. (Form- Sc to-i, Received- 11-07-2008 11-14-02)

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Transcript of allscripts-misys Healthcare Solutions, Inc. (Form- Sc to-i, Received- 11-07-2008 11-14-02)