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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(MDRX)
  Report
Delayed Nasdaq  -  04:00 2022-12-02 pm EST
19.06 USD   +0.85%
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

03/04/2022 | 04:18pm EST

Item 1.01Entry into a Material Definitive Agreement.

On March 2, 2022, Allscripts Healthcare Solutions, Inc., a Delaware corporation (the "Company"), Allscripts Healthcare, LLC, a North Carolina limited liability company and subsidiary of the Company ("Allscripts Healthcare"), Allscripts Software, LLC, a Delaware limited liability company and subsidiary of the Company ("Allscripts Software"), PF2 EIS LLC, a Delaware limited liability company ("PF2"), Allscripts IHC, LLC, a Delaware limited liability company ("Allscripts IHC"), and Allscripts Healthcare US, LP, a Delaware limited partnership (together with Allscripts Healthcare, Allscripts Software, PF2 and Allscripts IHC, the "Sellers"), Harris Dawn Holdings Inc., a Delaware corporation ("Buyer"), and, solely for purposes of Article VI and Section 12.18 thereof, Constellation Software Inc., an Ontario corporation, entered into a Purchase Agreement (the "Purchase Agreement").

Upon the terms and subject to the conditions set forth in the Purchase Agreement, Buyer has agreed to acquire (the "Acquisition") substantially all of the assets of the Sellers' Hospital & Large Physician Practice Business, including the Sellers' Sunrise and TouchWorks solutions (the "Business") for $670 million in cash at closing and the opportunity to earn up to an additional $30 million based on the Business' revenue through calendar year 2023 (the "Purchase Price"). Certain assets of the Sellers relating to the Business will be excluded from the transaction and retained by the Sellers, as described in the Purchase Agreement. In addition, Buyer will assume certain liabilities related to the Business under the terms of the Purchase Agreement.

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; (iv) a material adverse change in the condition of the Business prior to closing; and (v) subject to specified materiality standards, the accuracy of certain representations and warranties of the parties as of the closing. 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 Purchase Agreement. The Purchase Agreement contains certain termination rights for both Buyer and the Sellers, including if the closing of the Acquisition has not occurred by September 2, 2022, or upon Sellers intending to enter into a competing transaction (as described in the Purchase Agreement) upon payment of a termination fee. The Purchase Agreement contains customary representations and warranties of the Company (on behalf of the Sellers) and Buyer as set forth therein, and the Sellers and Buyer also agreed to customary covenants, including covenants requiring the Sellers to conduct the Business in the ordinary course prior to the completion of the Acquisition.

The foregoing description of the Purchase Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1, which is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit Number                           Exhibit Description

2.1                  Purchase Agreement, dated as of March 2, 2022, by and among
                   Allscripts Healthcare Solutions, Inc., a Delaware corporation,
                   Allscripts Healthcare, LLC, a North Carolina limited liability
                   company, Allscripts Software, LLC, a Delaware limited liability
                   company, PF2 EIS LLC, a Delaware limited liability company,
                   Allscripts IHC, LLC, a Delaware limited liability company,
                   Allscripts Healthcare US, LP, a Delaware limited partnership,
                   Harris Dawn Holdings Inc., a Delaware corporation, and, solely
                   for purposes of Article VI and Section 12.18 thereof,
                   Constellation Software Inc., an Ontario corporation.

104                Cover Page Interactive Data File (embedded within the Inline
                   XBRL document)




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