CPSI Announces Early Termination of Waiting Period under HSR Act for Its Proposed Acquisition of Healthland
December 21, 2015
MOBILE, Ala.--(BUSINESS WIRE)--
Computer Programs and Systems, Inc. (NASDAQ:CPSI), a leading provider of
healthcare information solutions to rural and community hospitals, today
announced that the Federal Trade Commission has granted early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), applicable to its
proposed acquisition of Healthland Holding Inc. and certain of its
affiliates.
As previously announced on November 25, 2015, CPSI entered into a merger
agreement to acquire Healthland Holding Inc. and its affiliates,
Healthland Inc., American HealthTech, Inc. and Rycan Technologies, Inc.
The termination of the waiting period under the HSR Act satisfies one of
the conditions to closing under the merger agreement, which remains
subject to other customary closing conditions. The acquisition is now
targeted to close in early 2016.
About Healthland
Healthland is a leading provider of integrated technology solutions to
rural community and critical access hospitals. Software and services
from Healthland, including electronic health records (EHRs), help
customers share patient information across care settings to coordinate
treatment, improve patient outcomes, and drive patient satisfaction.
Healthland is the parent of Mississippi-based American HealthTech, one
of the nation’s largest providers of financial and clinical technology
solutions in post-acute care. Healthland is headquartered in
Minneapolis, Minn., with offices in its founding rural community of
Glenwood, Minn. More information is available at www.healthland.com.
About CPSI
CPSI is a leading provider of healthcare solutions for community
hospitals. Founded in 1979, CPSI is the parent of two companies –
Evident, LLC and TruBridge, LLC. Evident provides comprehensive EHR
solutions for community hospitals. TruBridge focuses exclusively on
providing business, consulting, and managed IT services to community
healthcare organizations, regardless of their IT vendor. For more
information, visit www.cpsi.com,
www.evident.com,
or www.trubridge.com.
Forward-Looking Statements
This release contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995, including but
not limited to statements relating to the anticipated acquisition of
Healthland Holding Inc. and certain of its affiliates (“Healthland”) and
the timing and benefits thereof, the expected combined operations of
CPSI and Healthland and CPSI’s financing plans for the Healthland
acquisition. As such, they are subject to the occurrence of many events
outside CPSI’s control and are subject to various risk factors that
could cause actual results to differ materially from those expressed or
implied in any forward-looking statement. Risks include, without
limitation, risks related to CPSI’s ability to complete the acquisition
on the proposed terms and schedule; whether CPSI or Healthland will be
able to satisfy their respective closing conditions related to the
acquisition; whether CPSI will obtain financing for the transaction on
the expected timeline and terms; risks associated with business
combination transactions, such as the risk that the businesses will not
be integrated successfully, that such integration may be more difficult,
time-consuming or costly than expected or that the expected benefits of
the acquisition will not occur; unexpected costs, liabilities, charges
or expenses resulting from the merger; risks related to future
opportunities and plans for the combined company, including uncertainty
of the expected financial performance and results of the combined
company following completion of the proposed acquisition; disruption
from the proposed acquisition, making it more difficult to conduct
business as usual or maintain relationships with customers, employees or
suppliers; the impact of the issuance of CPSI’s common stock as
consideration for the proposed transaction on CPSI’s current holders of
common stock, including dilution of their ownership and voting
interests; CPSI’s significantly increased level of indebtedness as a
result of the proposed transaction, which could limit CPSI’s operating
flexibility and opportunities; the inability to retain key personnel;
and the possibility that if the combined company does not achieve the
perceived benefits of the proposed acquisition as rapidly or to the
extent anticipated by financial analysts or investors, the market price
of CPSI’s common stock could decline. Numerous other risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statements. Such
factors include: overall business and economic conditions
affecting the healthcare industry; government regulation of the
healthcare and health insurance industries; government regulation of
CPSI’s products and customers, including changes in healthcare policy
affecting Medicare and Medicaid reimbursement rates and qualifying
technological standards; potential effects of the federal healthcare
reform legislation enacted in 2010, and implementing regulations, on the
businesses of CPSI’s hospital customers; funding uncertainties
associated with and potential expenditures required by the American
Recovery and Reinvestment Act of 2009 in connection with the adoption of
EHR; saturation of CPSI’s target market and hospital consolidations;
changes in customer purchasing priorities, capital expenditures and
demand for information technology systems; competition with companies
that have greater financial, technical and marketing resources than CPSI
has; failure to develop new technology and products in response to
market demands; fluctuations in quarterly financial performance due to,
among other factors, timing of customer installations; failure of CPSI’s
products to function properly resulting in claims for medical losses;
changes in accounting principles generally accepted in the United
States; breaches of security and viruses in CPSI’s systems resulting in
customer claims against CPSI and harm to CPSI’s reputation; potential
intellectual property claims against CPSI; general economic conditions,
including changes in financial and credit markets that may affect the
availability and cost of credit to CPSI or CPSI’s customers;
interruptions in CPSI’s power supply and/or telecommunications
capabilities and other risk factors described from time to time in
CPSI’s public releases and reports filed with the Securities and
Exchange Commission, including but not limited to, CPSI’s most recent
Annual Report on Form 10-K. We also caution investors that the
forward-looking information described herein represents CPSI’s outlook
only as of this date, and CPSI undertakes no obligation to update or
revise any forward-looking statements to reflect events or development
after the date of this press release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151221005625/en/
Computer Programs and Systems, Inc.
Boyd Douglas, 251-639-8100
President
and Chief Executive Officer
Source: Computer Programs and Systems, Inc.