Item 1.01.Entry into a Material Definitive Agreement
On
Upon the terms and subject to the conditions set forth in the Asset Purchase
Agreement, Buyer has agreed to acquire (the "Acquisition") substantially all of
the assets of the Sellers' business providing budgeting, long-range planning,
cost accounting and financial decision support solutions, software and services
for healthcare organizations, commonly referred to as "EPSi" (including the
RealCost Platform) (the "EPSi Business") for
Completion of the Acquisition is subject to various conditions, including, among
others, (i) no order or other legal restraint or prohibition being in effect
that would prohibit or prevent the transactions from being consummated; (ii) no
legal proceeding having been commenced by any governmental entity that seeks to
prohibit, enjoin or restrain the consummation of the transactions; (iii) the
applicable waiting period (and any extensions thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act having expired or otherwise having
been terminated; and (iv) subject to specified materiality standards, the
accuracy of certain representations and warranties of the parties. Each party's
obligation to consummate the Acquisition is also subject to certain additional
conditions, including performance in all material respects by the other party of
its obligations under the Asset Purchase Agreement. The Asset Purchase Agreement
contains certain termination rights for both Buyer and the Sellers, including if
the closing of the Acquisition has not occurred by
The foregoing description of the Asset Purchase Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is attached hereto as Exhibit 2.1, which is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit Description 2.1 Asset Purchase Agreement, dated as ofJuly 30, 2020 , by and amongAllscripts Healthcare Solutions, Inc. , aDelaware corporation,Allscripts Healthcare, LLC , aNorth Carolina limited liability company,Allscripts Software, LLC , aDelaware limited liability company,Strata Decision Technology LLC , anIllinois limited liability company, and, solely for purposes of Article VI and Section 12.18 thereof, Roper Technologies, Inc. 10.1 First Amendment to the Employment Agreement betweenAllscripts Healthcare Solutions, Inc. andRichard Poulton 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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