Sydney, Oct 31, 2007 AEST (ABN Newswire) - IBA Health Limited (ASX: IBA) - Australia's largest ASX listed information technology company advises that IBA Health's acquisition of iSOFT became effective yesterday after the final sanction by the High Court of Justice for England and Wales. The unification of these two health-focused organisations will create one of the world's largest healthcare IT providers.
The combined Group will have the financial strength, international scope and enhanced skills to deliver major growth opportunities and value to shareholders, customers and employees.
A recommendation to change IBA Health's name to the IBA Health Group Ltd will be made at IBA's Annual General Meeting scheduled for November 30.
Mr Cohen, Executive Chairman of IBA Health, said, "Our vision is to lead IBA Health and iSOFT to prominence on the global stage under the brand of the IBA Health Group. Our immediate priorities are to integrate and invest in the businesses and focus on growth opportunities. The merger removes the financial uncertainty surrounding iSOFT but additionally provides a strong balance sheet for sustained investments in the enlarged business.
"There is significant potential for the group to move into untapped markets and to offer a wider range of products and services to a greater number of customers. Immediately, we have the opportunity to cross-sell IBA and iSOFT applications to a customer base of 13,000 customers in over 35 countries. We also have greater geographic reach and a greater capacity to service our customers and to deliver systems more economically through regional centres.
"IBA and iSOFT's products are currently being implemented by leading healthcare providers in over 35 countries. Through our centres of excellence based in India, together with over 3,500 health and IT professionals, we will continue to develop these products to provide advanced, adaptable and highly cost-effective platforms that will assist healthcare providers to deliver efficient and safe care."
IBA and iSOFT will continue to play a key role in the ground-breaking UK National Programme for IT by working with Computer Sciences Corporation to deliver the LORENZO platform to three-fifths of the NHS in England.
Mr Cohen added, "With a rich product portfolio and the emerging LORENZO platform we have the foundations for generating significant growth."
Plans to integrate the businesses are already well advanced. The group's organisational structure has been established and detailed plans to remove duplication and reduce costs have commenced.
The IBA Health Group will be run by a unified global executive team, with headquarters in Sydney, Australia and a significant corporate management centre in the UK.
The board of IBA Health Group will comprise the three current non-executive directors of IBA Health, Tony Sherlock, Peter Wise and Professor Claire Jackson. Mr Amrit Chopra will be stepping down at the forthcoming IBA Annual General Meeting scheduled for November 30. Marcus Derwin and Don Conway from Allco Equity Partners (AEP) will be joining the board as non-executive directors following the cornerstone investment by AEP in IBA. Gary Cohen (Executive Chairman & CEO) and Steve Garrington (CEO AsiaPac MEA) will operate as Executive Directors.
IBA Health has also established a six-person Executive Committee comprising Gary Cohen, Steve Garrington, Dr Brian Cohen (Chief Technology Officer) Gordon Mackay (Chief Financial Officer), Greg King (Group Marketing Director) and Cathy Walkington (Group Human Resources Director).
Mr Cohen also paid tribute to John Weston who steps down today as iSOFT Chairman and acting Chief Executive. "Leading iSOFT through an extraordinarily turbulent period, restoring confidence, and shareholder value and putting the business on a firm footing, was a truly remarkable achievement by John," he said.
On 25 October 2007, the High Court sanctioned IBA's revised offer for iSOFT made on 21 August 2007. The reduction of iSOFT's share capital was approved by the court yesterday, 29 October 2007. iSOFT's Shares are now de-listed.
Start of iSOFT Statement
iSOFT Group plc
30 October 2007
For Immediate Release
Recommended Revised Offer
for iSOFT Group plc ('iSOFT')
by
IBA Health (UK) Holdings Limited a wholly-owned subsidiary of IBA Health Limited ('IBA') to be effected by means of a scheme of arrangement under section 425 of the Companies Act 1985
Scheme of Arrangement becomes effective
Further to the announcement made on 25 October 2007, iSOFT confirms that the Revised Scheme has today become effective in accordance with its terms .
In accordance with paragraph 21 of Part 2 (Explanatory Statement) of the Revised Scheme Document, trading in iSOFT's Shares on the London Stock Exchange's market for listed securities was suspended with effect from close of business on 25 October 2007. iSOFT's Shares were de-listed at 8.00 a.m. this morning.
With effect from the Revised Scheme taking effect today, John Weston (Chairman and Acting Chief Executive Officer), Gavin James (Group Finance Director) and Bill Henry (Chief Operating Officer) have resigned as Executive Directors of iSOFT and Geoff White, Ken Lever, Eurfyl ap Gwilym, David Thorpe and Rene Kern have resigned as Non-Executive Directors. Gary Cohen and Gordon Mackay have been appointed as Directors of iSOFT.
As outlined in the Revised Scheme Document, the latest date for the cash consideration to be delivered, and for IBA Consideration Shares in respect of elections under the Share Alternative to be issued, to iSOFT Shareholders is 12 November 2007.
Elections were made under the Share Alternative in respect of 39,190,294 Scheme Shares. This represented 20.1% of the Scheme Shares. Shareholders holding the remaining 149,358,354 Scheme Shares will receive cash consideration.
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Revised Scheme Document.
Enquiries:
iSOFT Group plc
TEL: +44 1925 283 423
John Weston, Chairman
Gavin James, Group Finance Director
John White, Director of Corporate Communications
Financial Dynamics (PR Adviser to iSOFT)
TEL: +44 20 7831 3113
Giles Sanderson
Andrew Lorenz
James Melville-Ross
Gleacher Shacklock, which is authorised and regulated by the Financial Services Authority, is acting exclusively for iSOFT and no one else in connection with the sale of iSOFT, the Revised Offer and will not be responsible to anyone other than iSOFT for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in relation to the sale of iSOFT, the Revised Offer or any matter referred to herein.
Morgan Stanley is acting exclusively for iSOFT and no one else in connection with the sale of iSOFT, the Revised Offer and will not be responsible to anyone other than iSOFT for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the sale of iSOFT, the Revised Offer or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of iSOFT or IBA, all 'dealings' in any 'relevant securities' of iSOFT or IBA (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Revised Scheme becomes effective or lapses or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of iSOFT or IBA, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of IBA or iSOFT by IBA or iSOFT, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. ' Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
Contact
Gary Cohen
Executive Chairman
IBA Health Limited
Phone: +61 2 8251 6700
Email: gary.cohen@ibahealth.com
Media
Greg King
Communications and Business Development Director
IBA Health Limited
Phone: +61 413 621 111
Email: greg.king@ibahealth.com
| ||
|
