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
EX-99.D.3 — Confidentiality Agreement
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Exhibit (d)(3)
FORM OF MUTUAL CONFIDENTIALITY AGREEMENT
SUNQUEST INFORMATION SYSTEMS, INC.
December 20, 2000
Medic Computer Systems, L.L.C.
8259 Six Forks Road
Raleigh, NC 27615
Attention: Tom Skelton
Chief Executive Officer
Ladies and Gentlemen:
We understand from Deutsche Bank Securities Inc. ("Deutsche Bank"), our
financial adviser, that you may be interested in pursuing a transaction with
Sunquest Information Systems, Inc. (the "Company") on a mutually agreeable
basis. In connection with your possible interest in a transaction with the
Company, we propose to furnish you with certain information related to the
Company and its subsidiaries, and we anticipate that you will furnish to the
Company certain information related to you (herein referred to as the
"Confidential Information"). As used herein, (i) both you and the Company as the
recipient of Confidential Information shall be referred to as the "Receiving
Party" and (ii) both you and the Company as the furnisher of Confidential
Information shall be referred to as the "Disclosing Party."
Confidential Information includes not only written information but also
information transferred orally, visually, electronically or by any other means.
The fact that such information has been delivered to the Receiving Party, that
such a transaction is under consideration by either party, that discussions or
negotiations have occurred or are occurring regarding a possible transaction
involving the Company and you, and the status of any such discussions or
negotiations, are considered Confidential Information for purposes of this
Agreement. In consideration of our furnishing you with the Confidential
Information, and as a condition to such disclosure, both the Company and you
agree as follows:
1. The Confidential Information will be used by the Receiving
Party solely for the purpose of its evaluation of the
desirability of its entering into a transaction with the
Disclosing Party, and for no other purpose.
2. The Receiving Party shall keep all Confidential Information
secret and confidential and shall not, without the prior written
consent of the Disclosing Party, disclose it to anyone except to
a limited group of its own employees, directors, officers,
agents and outside advisors ("Representatives") who are actually
engaged in, and need to know such Confidential Information to
perform, the evaluation referred to above, each of whom must be
advised of the confidential nature of the Confidential
Information and of the terms of this Agreement and must agree to
abide by such terms. The Receiving Party shall be responsible
for any breach of this Agreement by any of its Representatives.
Medic Computer Systems, Inc.
December 20, 2000
Page 2
3. Upon any termination of its evaluation of pursuing a transaction with
the Disclosing Party or upon notice from the Disclosing Party to the
Receiving Party (i) the Receiving Party will return to the Disclosing
Party the Confidential Information which is in tangible form, including
any copies which it may have made, and it will destroy all abstracts,
summaries thereof or references thereto in your documents, and certify to
the Disclosing Party that it has done so, and (ii) neither the Receiving
Party nor its Representatives will use any of the Confidential Information
with respect to, or in furtherance of, its business, any of their
respective businesses, or in the business of anyone else, whether or not
in competition with the Disclosing Party, or for any other purpose
whatsoever.
4. Confidential Information includes all analyses, compilations, forecasts,
studies or other documents prepared by the Receiving Party or its
Representatives in connection with its evaluation of pursuing a
transaction with the Disclosing Party. Confidential Information does not
include any information which was publicly available prior to receipt by
the Receiving Party of such information or thereafter became publicly
available (other than as a result of disclosure by the Disclosing Party or
any of its Representatives). Information shall be deemed "publicly
available" if it becomes a matter of public knowledge or is contained in
materials available to the public or is obtained from any source other
than the Disclosing Company (or its directors, officers, employees, agents
or outside advisors, including, without limitation, Deutsche Bank),
provided that such source is not to knowledge of the Receiving Party
prohibited from disclosing such information by a legal, contractual or
fiduciary obligation to the Disclosing Party and did not obtain the
information from an entity or person prohibited from disclosing such
information by a legal, contractual or fiduciary obligation to the
Disclosing Party.
5. The Receiving Party understands that the Disclosing Party has endeavored
to include in the Confidential Information those materials which it
believes to be reliable and relevant for the purpose of evaluator by the
Receiving Party, but each party acknowledges that neither party nor its
respective directors, officers, employees, agents or outside advisors
makes any representation or warranty as to the accuracy or completeness of
the Confidential Information and agrees that such persons shall have no
liability to the Receiving Party or any of its Representatives resulting
from any use of the Confidential Information. The Receiving Party
understands that the Confidential Information is not being furnished for
uses in an offer or sale of securities of the Disclosing Party and is not
designed to satisfy the requirements of federal or state securities laws
in connection with any offer or sale of such securities to the Disclosing
Party.
8. In the event that the Receiving Party or any of its Representatives is
requested in any proceeding to disclose any of the Confidential
Information, it will provide the Disclosing Party with prompt prior notice
so that the Disclosing Party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that the Disclosing Party is unable to obtain such
protective order or other appropriate remedy, the Receiving Party will
furnish only that portion of the Confidential Information which it is
advised by a written opinion of counsel is legally required, and it will
give the Disclosing Party written notice of the information to be
disclosed as far in advance as practicable.
Medic Computer Systems, Inc.
December 20, 2000
Page 3
7. Without the prior written consent of the Company, you will not, and
will not encourage or assist others to, for a period of three years
use any Confidential Information received by you hereunder to (i)
propose or disclose an intent to propose any form of business
combination, acquisition, restructuring, recapitalization or other
similar transaction relating to the Company, (ii) acquire or offer,
seek, propose or agree to acquire, directly or indirectly, by purchase
or otherwise, any voting securities or assets or direct or indirect
rights or options to acquire any voting securities or assets of the
Company, (iii) make, or in any way participate, directly or
indirectly, in any "solicitation" of any "proxy" to vote (as such
terms are used in the proxy rules of the Securities and Exchange
Commission) or seek to advise or influence any person or entity with
respect to the voting of any voting securities of the Company, (iv)
form, join or in any way participate, directly or indirectly, in a
"group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, with respect to any voting
securities of the Company, (v) enter into any discussions,
negotiations, arrangements or understandings with any third party with
respect to any of the foregoing, (vi) disclose any intention, plan or
arrangement inconsistent with the foregoing, (vii) otherwise act,
alone or in concert with others, directly or indirectly, to seek
control of the management, board of directors, or policies of the
Company, (viii) request of the Company, directly or indirectly, to
amend or waive any provisions of this paragraph.
8. For a period of two years, neither party will knowingly, directly or
indirectly, solicit for employment or engage, or cause to solicit for
employment or engage, any employee of the other party or the other
party's subsidiaries with whom a party had contact or became known to
such party in connection with the evaluation of a possible transaction
involving the company; provided that the foregoing provision will not
prevent either party from employing or engaging any person who
contacts such party on his or her own initiative without any direct or
indirect solicitation by, or encouragement (not including a general
solicitation of employment not specifically directed towards employees
of the other party) from such party.
9. Without impairing any other provision hereof, each party will promptly
advise the other party of any prohibited disclosure or other breach of
this Agreement.
10. The Receiving Party understands and agrees that money damages would
not be a sufficient remedy for any breach of this Agreement by it or
its Representatives, and that the Disclosing Party, its agents and
representatives shall be entitled to specific performance and/or
injunctive relief as a remedy for any such breach. Such remedy shall
not be deemed to be the exclusive remedy for any such breach of this
Agreement but shall be in addition to all other remedies available at
law or in equity. The Receiving Party further agrees that no failure
or delay by the Disclosing Party, its directors, officers, employees,
agents or outside advisors or representatives in exercising any right,
power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any right, power
or privilege under this Agreement.
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Medic Computer Systems, Inc.
December 20, 2000
Page 4
11. Nothing in this Agreement shall impose any obligation upon you or the
Company to consummate a transaction or to enter into any discussion or
negotiations with respect thereto.
12. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
13. This Agreement shall not be assigned by you without the prior written
consent of the Company. Any purported assignment contrary to this
Section 13 shall be void and of no effect whatsoever. This Agreement
shall inure to the benefit of the successors and assigns of the
Company.
14. Your obligations under this Agreement shall survive termination of
this Agreement for any reason.
If you are in agreement with the foregoing, please sign and return the enclosed
copy of this letter which will constitute our agreement with respect to the
subject matter of this letter as of the date first above written.
Very truly yours,
Sunquest Information Systems, Inc.
----------------------------------
Name
----------------------------------
Title
AGREED TO AND ACCEPTED BY:
Medic Computer Systems, L.L.C.
By: /s/ Thomas R. Shelton Jr.
--------------------------------
Its: CEO
--------------------------------
Dates Referenced Herein and Documents Incorporated by Reference
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