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.A.1.H — Summary Advertisement
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Exhibit (a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated June 29, 2001, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
securities, "blue sky" or other laws of such jurisdiction or any administrative
or judicial action pursuant thereto. In any jurisdiction where the securities,
"blue sky" or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Purchaser (as
defined below) by one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Sunquest Information Systems, Inc.
at
$24.00 Net Per Share
by
Sunshine Acquisition Corporation
a wholly-owned subsidiary of
Kirsty, Inc.
an indirect wholly-owned subsidiary of
Misys plc
Sunshine Acquisition Corporation, a Pennsylvania corporation (the "Purchaser")
and a 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"), is offering to purchase all outstanding
shares of common stock, no par value (the "Shares"), of Sunquest Information
Systems, Inc., a Pennsylvania corporation ("Sunquest"), at a 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 29,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto from time to time,
constitute the "Offer"). Tendering shareholders whose Shares are registered in
their names and who tender their Shares directly to Mellon Investor Services LLC
(the "Depositary") will not be obligated to pay brokerage fees or commissions
or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer
taxes on the purchase of Shares pursuant to the Offer. Tendering shareholders
who have Shares registered in the name of their broker, bank or other nominee
should consult with such nominee to determine if any fees or commissions may
apply.
The purpose of the Offer is to acquire control of, and the entire equity
interest in, Sunquest. As promptly as practicable following the consummation of
the Offer, the Purchaser intends to effect the merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JULY 27, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares representing at least 80% of the total number of Shares outstanding on a
fully-diluted basis (the "Minimum Condition"), and (2) the expiration or
termination of the requisite waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The Offer is also subject to
other conditions described in the Offer to Purchase. The Offer is not
conditioned upon the Purchaser obtaining financing. For purposes of determining
the Minimum Condition, (1) Shares tendered subject to guaranteed delivery shall
not be considered validly tendered unless and until delivery shall have been
completed and (2) Shares outstanding on a fully-diluted basis shall mean all
Shares actually outstanding plus all Shares issuable upon exercise, conversion
or exchange of then-outstanding vested options, warrants and other rights.
The Offer is being made pursuant to an Agreement for Tender Offer and Merger,
dated as of June 24, 2001 (the "Acquisition Agreement"), among Misys, Kirsty,
the Purchaser and Sunquest. The Acquisition Agreement provides, among other
things, for the commencement of the Offer by the Purchaser and further provides
that after the purchase of Shares pursuant to the Offer, subject to the
satisfaction or waiver of certain conditions, the Purchaser will adopt, without
a vote of shareholders of Sunquest pursuant to Section 1924(b)(1)(ii) of the
Pennsylvania Business Corporation Law (the "PBCL"), a plan and agreement of
merger pursuant to which the Purchaser will be merged with and into Sunquest
(the "Merger"), with Sunquest surviving the Merger as an indirect wholly-owned
subsidiary of Misys. At the effective time of the Merger, each outstanding Share
(other than Shares held in treasury by Sunquest, Shares held by Misys or by any
subsidiary of Misys or Sunquest or by shareholders who have properly exercised
their dissenters' rights under Section 1930 of the PBCL) will, by virtue of the
Merger and without any action on the part of the holders of the Shares, be
converted into the right to receive $24.00 per Share (or such higher price as
may be paid in the Offer), net to the seller in cash, without interest thereon.
The Acquisition Agreement is more fully described in Section 13 of the Offer to
Purchase.
In connection with the execution of the Acquisition Agreement, Dr. Sidney A.
Goldblatt, Chairman of the Board of Directors and Chief Executive Officer of
Sunquest, and certain other shareholders of Sunquest have entered into a
Shareholders' Agreement with Misys, Kirsty and the Purchaser, dated as of June
24, 2001, pursuant to which, among other things, such shareholders have agreed
(1) to tender (and not to withdraw) their Shares in the Offer, as well as any
other Shares acquired by them prior to the expiration of the Offer, including
pursuant to the exercise of stock options, any warrants or similar instruments
and (2) to grant the Purchaser an option over their Shares which is
exercisable if the Acquisition Agreement is terminated under certain
circumstances. As of June 24, 2001, the shareholders of Sunquest party to the
Shareholders' Agreement together owned or had voting and investment control of
approximately 76% of the outstanding Shares (or approximately 70% of the Shares
on a fully-diluted basis). The Shareholders' Agreement is more fully described
in Section 13 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF SUNQUEST UNANIMOUSLY (1) HAS DETERMINED THAT THE
ACQUISITION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE
OFFER AND THE MERGER, ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE
SHAREHOLDERS OF SUNQUEST, (2) HAS APPROVED THE ACQUISITION AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND (3)
RECOMMENDS THAT THE SHAREHOLDERS OF SUNQUEST ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER.
Deutsche Banc Alex. Brown ("DBAB"), Sunquest's financial advisor, has delivered
to Sunquest its written opinion, dated June 24, 2001, that, as of that date and
based upon and subject to the assumptions made, matters considered and limits of
the review undertaken by DBAB, the cash consideration to be paid in the Offer
and the Merger is fair, from a financial point of view, to shareholders of
Sunquest. A copy of the written opinion of DBAB is contained in Sunquest's
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "SEC") in connection with the Offer, a
copy of which is being furnished to shareholders of Sunquest concurrently with
the Offer to Purchase.
If by 12:00 midnight, New York City time, on July 27, 2001 (or any later time to
which the Purchaser, subject to the terms of the Acquisition Agreement, extends
the period of time during which the Offer is open (the "Expiration Date")) all
the conditions to the Offer have not been satisfied or waived, the Purchaser has
agreed in the Acquisition Agreement to extend the Offer from time to time until
such conditions are satisfied or waived, provided that all such conditions are
reasonably capable of being satisfied by the reasonable best efforts of the
parties to the Acquisition Agreement. The Purchaser may, without the consent of
the Company, also extend the Expiration Date (1) as required to comply with any
rule, regulation, interpretation or position of the SEC or the staff thereof
applicable to the Offer, (2) if at the scheduled or extended Expiration Date any
of the conditions to the Offer have not been satisfied or waived, until such
time as all such conditions are satisfied or waived, or (3) on one occasion, for
an aggregate period of not more than ten business days for any reason other than
those specified in the immediately preceding clauses (1) and (2).
Notwithstanding the foregoing, in no event will any extension of the Offer
extend beyond October 1, 2001.
Subject to the provisions of the Acquisition Agreement and the applicable rules
and regulations of the SEC, the Purchaser reserves the right, in its sole
discretion, to waive any or all conditions to the Offer (other than the Minimum
Condition) and to make certain other changes in the terms and conditions of the
Offer. Subject to the provisions of the Acquisition Agreement and the applicable
rules and regulations of the SEC, if, by the Expiration Date, any or all of the
conditions to the Offer have not been satisfied, the Purchaser reserves the
right (but will not be obligated) to (1) terminate the Offer and return all
tendered Shares to tendering shareholders, (2) waive such unsatisfied conditions
(other than the Minimum Condition) and purchase all Shares validly tendered, or
(3) extend the Offer, and, subject to the terms of the Offer (including the
rights of shareholders to withdraw their Shares), retain the Shares which have
been tendered, until the termination of the Offer, as extended.
Any extension, delay, termination, waiver or amendment of the Offer will be
followed as soon as practicable by public announcement thereof. During any such
extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer, subject to the rights of a tendering shareholder to withdraw such
shareholder's Shares. For purposes of the Offer, the Purchaser will be deemed to
have accepted for payment, and thereby purchased, Shares validly tendered and
not properly withdrawn, if, as and when the Purchaser gives oral or written
notice to the Depositary of the Purchaser's acceptance of such Shares for
payment pursuant to the Offer. In all cases, upon the terms and subject to the
conditions of the Offer, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for tendering shareholders for the purpose of receiving
payment from the Purchaser and transmitting payment to validly tendering
shareholders. In all cases, payment for Shares purchased pursuant to the Offer
will be made only after timely receipt by the Depositary of (1) certificates
representing such Shares or a timely Book-Entry Confirmation (as defined in the
Offer to Purchase) with respect to such Shares, (2) the Letter of Transmittal
(or a manually signed facsimile thereof), properly completed and duly executed,
with any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase) and (3) any
other documents required by the Letter of Transmittal. Accordingly, tendering
shareholders may be paid at different times depending upon when certificates
for, or confirmation of a book-entry transfer with respect to, the Shares are
actually received by the Depositary. Under no circumstances will interest on the
purchase price for Shares be paid by the Purchaser by reason of any delay in
making such payment.
Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time on or prior to the
Expiration Date and, unless theretofore accepted for payment as provided in the
Offer to Purchase, may also be withdrawn at any time after August 27, 2001. For
a withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any such notice
of withdrawal must specify the name, address and taxpayer identification number
of the person who tendered the Shares to be withdrawn, the number of Shares to
be withdrawn and the name of the registered holder, if different from that of
the person who tendered such Shares. If certificates representing Shares have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such certificates, the tendering shareholder must also
submit the serial numbers shown on the particular certificates evidencing the
Shares to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
(except in the case of Shares tendered for the account of an Eligible
Institution). If Shares have been tendered pursuant to the procedure for
book-entry transfer set forth in the Offer to Purchase, the notice of withdrawal
must also specify the name and number of the account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase) to be credited with the withdrawn
Shares. All questions as to the form
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and validity (including time of receipt) of notices of withdrawal will be
determined by the Purchaser, in its sole discretion, whose determination shall
be final and binding. Withdrawals of Shares may not be rescinded. Any Shares
properly withdrawn will be deemed not validly tendered for purposes of the
Offer, but may be tendered at any subsequent time on or prior to the Expiration
Date by following any of the procedures described in the Offer to Purchase.
The receipt of cash in exchange for Shares pursuant to the Offer or the Merger
will be a taxable transaction for U.S. federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws. All
shareholders should consult with their own tax advisors as to the particular tax
consequences of the transaction to them, including the applicability and effect
of the alternative minimum tax and any state, local or foreign income and other
tax laws and changes thereof. Sunquest has provided the Purchaser with
Sunquest's shareholder list and security position listings for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase and the
related Letter of Transmittal will be mailed to record holders of Shares and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
shareholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to beneficial
owners of Shares. The information required to be disclosed by paragraph (d)(1)
of Rule 14d-6 under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain important
information which should be read carefully in their entirety before any decision
is made with respect to the Offer.
Questions and requests for assistance and copies of the Offer to Purchase, the
Letter of Transmittal and all other tender offer documents may be directed to
the Information Agent, and copies will be furnished promptly at the Purchaser's
expense. Neither the Purchaser, Kirsty nor Misys will pay any fees or
commissions to any broker or dealer or other person (other than the Depositary
and the Information Agent) in connection with the solicitation of tenders of
Shares pursuant to the Offer.
The Information Agent for the Offer is:
GEORGESON LOGO
111 Commerce Road
Carlstadt, New Jersey 07072
Bank and Brokers Call Collect: (201) 896-1900
All Others Call-Toll-Free: (888) 385-4945
June 29, 2001
Dates Referenced Herein and Documents Incorporated by Reference
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