Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Schedule to 6 33K
2: EX-99.A.1.A Offer to Purchase 46 249K
3: EX-99.A.1.B Letter of Transmittal 10 56K
4: EX-99.A.1.C Letter to Participants 7 33K
5: EX-99.A.1.D Notice of Guaranteed Delivery 3 15K
6: EX-99.A.1.E Letter to Broker, Dealers 2 15K
7: EX-99.A.1.F Letter to Clients 3 17K
8: EX-99.A.1.G Tax Guidlines on Form W-9 4± 18K
9: EX-99.A.1.H Summary Advertisement 5 27K
10: EX-99.A.1.I Press Release 8 26K
11: EX-99.B Credit Agreement 113 313K
12: EX-99.D.1 Agreement for Tender Offer and Merger 51 195K
13: EX-99.D.2 Shareholders' Agreement 11 36K
14: EX-99.D.3 Confidentiality Agreement 4 21K
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
SUNQUEST INFORMATION SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
SUNSHINE ACQUISITION CORPORATION
KIRSTY, INC.
MISYS PLC
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
867654105
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROSS K. GRAHAM
MISYS PLC
BURLEIGH HOUSE
SALFORD PRIORS
EVESHAM, WORCESTERSHIRE WR11 5SH
ENGLAND
011-44-138-687-1373
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
PAUL H. WILSON, JR.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
------------------------
CALCULATION OF FILING FEE
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
------------------------------------------------------------------------------------------------------
$404,339,983 $80,868
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
* For purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all outstanding shares of common stock, no
par value, of Sunquest Information Systems, Inc. (the "Shares") at a price per
Share of $24.00 in cash. As of June 22, 2001, there were (i) 15,601,368 Shares
outstanding, (ii) 2,343,692 Shares authorized for issuance pursuant to the
exercise of outstanding options to purchase Shares, and (iii) 4,248 Shares
authorized for issuance pursuant to the Company's Employee Stock Purchase
Plan. The fee was calculated by (i) multiplying $24.00, the per Share offer
consideration, by 15,601,368, the sum of the number of Shares sought in the
Offer, plus (ii) payments to holders of options of the difference between the
average weighted exercise price of $11.2393 per Share and the offer
consideration. The amount of the filing fee, calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50(th)
of one percent of the transaction value.
[ ] Check 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 FILING PARTY: NOT
APPLICABLE
FORM OR REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT
APPLICABLE
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule l4d-1.
[ ] Issuer tender offer subject to Rule l3e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This Tender Offer Statement on Schedule TO relates to the third-party
tender offer by Sunshine Acquisition Corporation, a Pennsylvania corporation
(the "Purchaser") and a direct wholly-owned subsidiary of Kirsty, Inc., a
Delaware corporation ("Kirsty") and an indirect wholly-owned subsidiary of Misys
plc, a public company organized under the laws of England ("Misys"), to purchase
all of the issued and outstanding shares of common stock, no par value per share
(the "Shares"), of Sunquest Information Systems, Inc., a Pennsylvania
corporation ("Sunquest" or the "Company"), at a purchase price of $24.00 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 24, 2001
(the "Offer to Purchase"), a copy of which is attached hereto as Exhibit
(a)(1)(A), and in the related Letter of Transmittal (the "Letter of
Transmittal"), a copy of which is attached hereto as Exhibit (a)(1)(B) (which,
together with the Offer to Purchase, as amended or supplemented from time to
time, constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Summary Term Sheet in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the subject company is Sunquest Information Systems, Inc.,
a Pennsylvania corporation. The Company's executive offices are located at 4801
East Broadway Boulevard, Tucson, Arizona 85711, telephone (520) 570-2000.
(b) The class of securities to which this statement relates is the common
stock, no par value per Share, of the Company, of which 15,601,368 Shares were
issued and outstanding as of June 22, 2001. The information set forth on the
cover page and in the "Introduction" of the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth in Section 6 ("Price Range of Shares;
Dividends on the Shares") of the Offer to Purchase is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) This Tender Offer Statement is filed by Misys, Kirsty and the
Purchaser. The information set forth in Section 9 ("Certain Information
Concerning the Purchaser, Kirsty and Misys") of the Offer to Purchase and on
Annex I thereto is incorporated herein by reference.
(b) The information set forth in Section 9 ("Certain Information Concerning
the Purchaser, Kirsty and Misys") of the Offer to Purchase and on Annex I
thereto is incorporated herein by reference.
(c) The information set forth in Section 9 ("Certain Information Concerning
the Purchaser, Kirsty and Misys") of the Offer to Purchase and on Annex I
thereto is incorporated herein by reference. During the last five years, none of
the Purchaser, Kirsty or Misys, or, to the best knowledge of the Purchaser,
Kirsty or Misys, any of the persons listed on Annex I to the Offer to Purchase
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the Offer to Purchase is incorporated
herein by reference.
2
ITEM 5. CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Misys and its subsidiaries are principally engaged in the provision of
computer systems, software products and related services, as well as transaction
processing services, to the financial services and healthcare industries
internationally. During the past two years, there have been no transactions that
would be required to be disclosed under this Item 5(a) between any of the
Purchaser, Kirsty or Misys or, to the best knowledge of the Purchaser, Kirsty
and Misys, any of the persons listed on Annex I to the Offer to Purchase, and
the Company or any of its executive officers, directors or affiliates.
(b) The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser, Kirsty and Misys"), Section 11
("Background of the Offer") and Section 13 ("The Transaction Documents") of the
Offer to Purchase is incorporated herein by reference. Except as set forth in
the Introduction, Sections 9, 11 and 13 of the Offer to Purchase, there have
been no material contacts, negotiations or transactions during the past two
years which would be required to be disclosed under this Item 5(b) between any
of the Purchaser, Kirsty or Misys or any of their respective subsidiaries or, to
the best knowledge of the Purchaser, Kirsty and Misys, any of those persons
listed on Annex I to the Offer to Purchase and the Company or its affiliates
concerning a merger, consolidation or acquisition, a tender offer or other
acquisition of securities, an election of directors or a sale or other transfer
of a material amount of assets.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
(a), (c)(1)-(7) The information set forth in the Introduction, Section 7
("Effect of the Offer on the Market for the Shares; Stock Quotation; Exchange
Act Registration; Margin Regulations"), Section 9 ("Certain Information
Concerning the Purchaser, Kirsty and Misys"), Section 11 ("Background of the
Offer") Section 12 ("Purpose of the Offer; Plans for the Company"), Section 13
("The Transaction Documents"), and Section 14 ("Dividends and Distributions") of
the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a), (b) and (d) The information set forth in Section 10 ("Source and
Amount of Funds") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) and (b) The information set forth in the Introduction and Section 9
("Certain Information Concerning the Purchaser, Kirsty and Misys") of the Offer
to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(a) The information set forth in the Introduction and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
(a) and (b) Not applicable because the form of payment consists solely of
cash, the Offer is not conditioned on their ability to obtain financing, and the
Offer is for all outstanding Shares. Misys, Kirsty and the Purchaser, therefore,
do not believe that their financial condition is material to a decision by a
holder of Shares whether to sell, tender or hold Shares pursuant to the Offer.
ITEM 11. ADDITIONAL INFORMATION
(a) The information set forth in Section 7 ("Effect of the Offer on the
Market for the Shares; Stock Quotation; Exchange Act Registration; Margin
Regulations"), Section 13 ("The Transaction Documents") and Section 16 ("Certain
Legal Matters") of the Offer to Purchase is incorporated herein by reference.
3
(b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase dated June 29, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Letter to Participants in the Sunquest Information Systems, Inc.
Employee Stock Purchase Plan.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.
(a)(1)(F) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and other Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(H) Summary Advertisement as published on June 29, 2001.
(a)(1)(I) Press Release dated June 25, 2001.
(b) Credit Agreement dated as of June 24, 2001 by and between Misys plc,
J.P.Morgan plc and Lloyds TSB Bank Plc.
(d)(1) Agreement for Tender Offer and Merger dated as of June 24, 2001, by
and among Misys plc, Kirsty, Inc., Sunshine Acquisition Corporation and Sunquest
Information Systems, Inc.
(d)(2) Shareholders' Agreement dated as of June 24, 2001 by and among Misys
plc, Kirsty, Inc., Sunshine Acquisition Corporation and the individuals and
other parties listed on Schedule A attached thereto.
(d)(3) Confidentiality Agreement dated as of December 20, 2000 by and
between Medic Computer Systems, L.L.C. and Sunquest Information Systems, Inc.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SUNSHINE ACQUISITION CORPORATION
By: /s/ ROSS K. GRAHAM
------------------------------------
Name: Ross K. Graham
Title: Vice President
KIRSTY, INC.
By: /s/ CHARLES JOHN COLWELL
------------------------------------
Name: Charles John Colwell
Title: President
MISYS PLC
By: /s/ ROSS K. GRAHAM
------------------------------------
Name: Ross K. Graham
Title: Corporate Development
Director
Date: June 29, 2001
5
EXHIBIT INDEX
[Download Table]
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(1)(A) Offer to Purchase dated June 29, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Letter to Participants in the Sunquest Information Systems,
Inc. Employee Stock Purchase Plan.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
(a)(1)(F) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(H) Summary Advertisement as published on June 29, 2001.
(a)(1)(I) Press Release dated June 25, 2001.
(b) Credit Agreement dated as of June 24, 2001 between Misys
plc, J.P.Morgan plc and Lloyds TSB Bank plc.
(d)(1) Agreement for Tender Offer and Merger dated as of June 24,
2001, by and among Misys plc, Kirsty, Inc., Sunshine
Acquisition Corporation and Sunquest Information Systems,
Inc.
(d)(2) Shareholders' Agreement dated as of June 24, 2001 by and
among Misys plc, Kirsty, Inc., Sunshine Acquisition
Corporation and the individuals and other parties listed on
Schedule A attached thereto.
(d)(3) Confidentiality Agreement dated as of December 20, 2000 by
and between Medic Computer Systems, L.L.C. and Sunquest
Information Systems, Inc.
6
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950123-01-503961 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 18, 1:58:41.1am ET 
