May 25, 2012
/PRNewswire/ -- HealthCor Management, L.P. ("HealthCor") today announced that the
Court of Chancery has granted its motion for an expedited hearing on the complaint HealthCor filed against Allscripts Healthcare Solutions, Inc. (NASDAQ: MDRX) ("Allscripts" or "the Company"). The Court has established a hearing date of
, 2012. HealthCor stated the following:
We are pleased that the Court has agreed to hear our arguments on an expedited basis. We are bringing this action because the termination of the Company's Chairman, and resignation of three other Board members – which occurred after the deadline for stockholders to nominate director candidates for the 2012 Annual Meeting – we believe constitutes a material and dramatic change to the balance of governance at Allscripts. Accordingly, HealthCor contends that an extension of the nomination deadline, as well as a delay of the Allscripts Annual Meeting, is necessary so that all stockholders be given a fair opportunity to nominate director candidates and exercise their voting rights at this critical time of transition for the Company.
We believe that the potential value of Allscripts is significantly higher than the current public valuation. However, despite the Company's significant underperformance, poor execution and internal turmoil, the Allscripts Board has taken no decisive actions to address the considerable issues facing the Company and has moved only to entrench itself further. Change is clearly needed on the Allscripts Board, and if HealthCor is successful in its actions, it intends to nominate a slate of three directors in order to provide stockholders the ability to make a meaningful choice at the Annual Meeting.
As previously disclosed, HealthCor filed the lawsuit on
May 21, 2012
seeking, among other things:
- An extension of the nomination deadline;
- That the Allscripts 2012 Annual Meeting be enjoined to allow stockholders who wish to propose a dissident slate a sufficient period of time to solicit proxies in support of their candidates; and
- That Allscripts be required to set a record date for a date after the public disclosure of the Board-level leadership dispute.
Richards, Layton & Finger and
& Zabel LLP are acting as legal advisors to HealthCor. Okapi Partners is serving as proxy solicitor.
HealthCor Management, L.P. is a leading investment adviser to healthcare and life sciences hedge funds. HealthCor is known for its strong track record and fundamental, research-driven investment approach. Together, HealthCor Partners and HealthCor Management comprise the HealthCor Group, which with over
of assets under management, is one of the largest healthcare and life sciences investment management firms in the United States.
ALL SHAREHOLDERS OF ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION BY HEALTHCOR MANAGEMENT, L.P., HEALTHCOR ASSOCIATES, LLC, HEALTHCOR OFFSHORE MASTER FUND, L.P., HEALTHCOR OFFSHORE GP, LLC, HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P., HEALTHCOR HYBRID OFFSHORE GP, LLC, HEALTHCOR GROUP, LLC, HEALTHCOR CAPITAL, L.P., HEALTHCOR, L.P., HEALTHCOR LONG OFFSHORE MASTER FUND, L.P., HEALTHCOR LONG MASTER GP, LLC, ARTHUR COHEN AND JOSEPH HEALEY (COLLECTIVELY, THE "PARTICIPANTS") OF THE SHAREHOLDERS OF ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. FOR USE AT THE 2012 ANNUAL MEETING OF SHAREHOLDERS OF ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED BY THE PARTICIPANTS WITH THE SEC ON
, 2012. THESE DOCUMENTS CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.