DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 20, 2008

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-32085	36-4392754
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 506-1200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Attached as Exhibit 99.1 is an updated investor presentation that Allscripts Healthcare Solutions, Inc. (the “Company”) expects to use in presentations to analysts and others related to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 17, 2008 by and among the Company, Misys plc, a public limited company incorporated under the laws of England (“Parent”), Misys Healthcare Systems LLC, a North Carolina limited liability company and wholly-owned indirect subsidiary of Parent, and Patriot Merger Company, LLC, a North Carolina limited liability company and wholly-owned subsidiary of the Company, and the transactions contemplated thereby.

The presentation attached hereto as Exhibit 99.1 includes certain financial information not derived in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the presentation of this non-GAAP financial information may be useful to investors as it provides general information regarding the proposed business to be acquired and operated by the Company, assuming that the stockholders of the Company approve the Merger Agreement and the related matters.

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed business combination involving Allscripts Healthcare Solutions, Inc. (“Allscripts”) and Misys Healthcare Systems LLC (“MHS”), a wholly owned subsidiary of Misys plc (“Misys”). In connection with this proposed transaction, Allscripts intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement, a definitive proxy statement and other related materials, and Parent intends to file a shareholder circular with the Financial Services Authority in the United Kingdom. The definitive proxy statement will be mailed to the stockholders of Allscripts, and the shareholder circular will be mailed to the shareholders of Parent. BEFORE MAKING ANY DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders can obtain copies of Allscripts’ materials (and all other offer documents filed with the SEC) when available, at no charge on the SEC’s website: www.sec.gov. Copies can also be obtained at no charge by directing a request for such materials to Allscripts at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, Attention: Lee Shapiro, Secretary. Investors and security holders may also read and copy any reports, statements and other information filed by Allscripts with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room. Allscripts’ directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the stockholders of Allscripts in favor of the proposed transaction. Information about Allscripts, its directors and its executive officers, and their ownership of Allscripts’ securities, is set forth in its proxy statement for the 2007 Annual Meeting of Stockholders of the Company, which was filed with the SEC on April 30, 2007. Additional information regarding the interests of those persons may be obtained by reading the proxy statement and other relevant materials to be filed with the SEC when they become available.

Forward-looking Statements

This communication contains forward-looking statements. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Forward-looking statements may be identified by words such as “believes”, “expects”, “anticipates”, “estimates”, “projects”, “intends”, “should”, “seeks”, “future”, “continue”, or the negative of such terms, or other comparable terminology. Such statements include, but are not limited to, statements about the expected benefits of the transaction involving Allscripts, MHS and Parent, including potential synergies and cost savings, future financial and operating results, and the combined company’s plans and objectives. In addition, statements made in this communication about anticipated financial results, future operational improvements and results or regulatory approvals are also forward-looking statements. Such forward-looking statements are subject to numerous risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors that could cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event, development, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Allscripts, Parent or MHS and others following announcement of entering into the merger agreement; (3) the inability to complete the proposed transaction due to the failure to obtain stockholder or shareholder approval or the failure of any party to satisfy other conditions to completion of the proposed transaction, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other required regulatory approvals; (4) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the merger; (5) the ability to recognize the benefits of the merger; (6) legislative, regulatory and economic developments; and (7) other factors described in filings with the SEC. Many of the factors that will determine the outcome of the subject matter of this communication are beyond Allscripts’, Parent’s and MHS’ ability to control or predict. Allscripts can give no assurance that any of the transactions related to the merger will be completed or that the conditions to the merger will be satisfied. Allscripts undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Allscripts is not responsible for updating the information contained in this communication beyond the published date, or for changes made to this communication by wire services or Internet service providers.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.
Exhibit 99.1	Investor Presentation dated March 20, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Date: March 20, 2008	By:	/s/ William J. Davis
		William J. Davis
		Chief Financial Officer

EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit No.
Exhibit 99.1	Investor Presentation dated March 20, 2008

EX-99.1

Creating a Clear Leader

in Physician Solutions

Presentation to Analysts

March 20, 2008

A Clear Leader in Physician Solutions

2

Forward Looking Statements

This communication contains forward-looking statements.  Those forward-looking statements include all

statements other than those made solely with respect to historical fact.  Forward-looking statements may

be identified by words such as “believes”, “expects”, “anticipates”, “estimates”, “projects”, “intends”,

“should”, “seeks”, “future”, continue”, or the negative of such terms, or other comparable terminology. 

Such statements include, but are not limited to, statements about the expected benefits of the transaction

involving Allscripts, MHS and Misys, including potential synergies and cost savings, future financial and

operating results, and the combined company’s plans and objectives.  In addition, statements made in this

communication about anticipated financial results, future operational improvements and results or

regulatory approvals are also forward-looking statements. Such forward-looking statements are subject to

numerous risks, uncertainties, assumptions and other factors that are difficult to predict and that could

cause actual results to vary materially from those expressed in or indicated by them. Factors that could

cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event,

development, change or other circumstances that could give rise to the termination of the merger

agreement; (2) the outcome of any legal proceedings that have been or may be instituted against

Allscripts, Misys or MHS and others following announcement of entering into the merger agreement; (3)

the inability to complete the proposed transaction due to the failure to obtain stockholder or shareholder

approval or

the

failure

of

any

party

to

satisfy

other

conditions

to

completion

of

the

proposed

transaction,

including the

expiration

of

the

waiting

period

under

the

Hart-Scott-Rodino

Antitrust

Improvements

Act

of

1976, as amended, and the receipt of other required regulatory approvals; (4) risks that the proposed

transaction disrupts current plans and operations and potential difficulties in employee retention as a result

of the merger; (5) the ability to recognize the benefits of the merger; (6) legislative, regulatory and

economic developments; and (7) other factors described in filings with the SEC. Many of the factors that

will determine

the

outcome

of

the

subject

matter

of

this

communication

are

beyond

Allscripts’,

Misys’

and

MHS’

ability to control or predict.  Allscripts can give no assurance that any of the transactions related to

the merger will be completed or that the conditions to the merger will be satisfied.  Allscripts undertakes no

obligation to revise or update any forward-looking statement, or to make any other forward-looking

statements, whether as a result of new information, future events or otherwise.  Allscripts is not

responsible for updating the information contained in this communication beyond the published date, or for

changes made to this communication by wire services or Internet service providers.

A Clear Leader in Physician Solutions

3

Additional Information and Where to Find It

This communication is being made in respect of the proposed business combination involving Allscripts,

Inc. (“Allscripts”) and Misys Healthcare Systems LLC (“MHS”), a wholly owned subsidiary of Misys plc

(“Misys”). In connection with this proposed transaction, Allscripts intends to file with the Securities and

Exchange Commission (the “SEC”) a preliminary proxy statement, a definitive proxy statement and other

related materials, and Misys intends to file a shareholder circular with the Financial Services Authority in

the United Kingdom. The definitive proxy statement will be mailed to the stockholders of Allscripts, and the

shareholder circular will be mailed to the shareholders of Misys.  BEFORE MAKING ANY DECISION

WITH RESPECT

TO

THE

PROPOSED

TRANSACTION,

INVESTORS

AND

SECURITY

HOLDERS

ARE

URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY

BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders can obtain copies of

Allscripts’

materials (and all other offer documents filed with the SEC) when available, at no charge on the

SEC’s website:

www.sec.gov.

Copies

can

also

be

obtained

at

no

charge

by

directing

a

request

for

such

materials

to Allscripts at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, Attention: Lee

Shapiro, Secretary, or to Misys at 125 Kensington High Street, London W8 5SF, United Kingdom,

Attention: Group General Counsel & Company Secretary. Investors and security holders may also read

and copy any reports, statements and other information filed by Allscripts with the SEC, at the SEC public

reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330

or visit the SEC’s website for further information on its public reference room.

Allscripts’

directors,

executive officers

and

other

members

of

management

and

employees

may,

under

the

rules

of

the

SEC,

be deemed

to

be

participants

in

the

solicitation

of

proxies

from

the

stockholders

of

Allscripts

in

favor

of

the

proposed transaction.  Information about Allscripts, its directors and its executive officers, and their

ownership of Allscripts’

securities, is set forth in its proxy statement for the 2007 Annual Meeting of

Stockholders of the Company, which was filed with the SEC on April 30, 2007.  Additional information

regarding the interests of those persons may be obtained by reading the proxy statement and other

relevant materials to be filed with the SEC when they become available.

A Clear Leader in Physician Solutions

4

Agenda

Bill Davis, CFO of Allscripts

CFO designate of Allscripts-Misys

Synergies and

Allscripts-Misys Financials

Glen Tullman, CEO of Allscripts

CEO designate of Allscripts-Misys

Allscripts-Misys:

A Clear Leader

A Clear Leader in Physician Solutions

5

Transaction Summary

Allscripts-Misys Healthcare

Company Name

Four to Six Months

Expected Closing

$330m Cash (approximately $4.90 per share)

Retain their shares in MDRX

NASDAQ listing maintained

Allscripts

Shareholders

Receive

Misys plc: 54.5%

Allscripts: 45.5%

Pro Forma

Ownership

Glen Tullman -

CEO designate

Bill Davis -

CFO designate

Mike Lawrie -

Executive Chairman designate

Management

Allscripts to Merge with Misys Healthcare

Misys to pay $330m

Structure

Fully diluted shares

Note: All ownership percentages and per share amounts are calculated on a fully diluted basis

A Clear Leader in Physician Solutions

6

A Transformational Deal

•

Misys and Allscripts will each combine  their respective

healthcare businesses into Allscripts-Misys

•

Misys will also transfer $330m in cash to Allscripts-Misys

resulting in a 54.5% ownership interest (on a fully diluted basis)

for Misys in Allscripts-Misys

•

Allscripts shareholders will receive a special dividend of $330m

•

Cash will be financed by new banking facilities and a placing

underwritten by ValueAct Capital Management LLC

•

Allscripts-Misys Healthcare will be quoted on the NASDAQ

•

Misys plc will remain quoted on the LSE

A Clear Leader in Physician Solutions

7

A Clear Leader in Physician IT Solutions

•

“The perfect match in the perfect market”: Top rated

EHR + market share leader for PM in the growing

small/mid-sized physician group market

•

Highly rated, innovative products in every market

segment in which we compete (small/mid/large)

•

Experienced and proven management team

•

Creates revenue/cost synergies and near-term value

accretion for Allscripts-Misys

•

High recurring revenue visibility and strong potential

profit growth

•

Strong growth potential in a growing market

A clear leader in clinical software, information and connectivity solutions

A Clear Leader in Physician Solutions

8

8

A Vision…

Every day in the U.S.

approximately

150,000 physicians

will log on to a screen

that says

“Allscripts-Misys”

Source: Allscripts and Misys Estimates

A Clear Leader in Physician Solutions

9

Today’s

Physician

IT

Market

–

An

Opportunity

Clinical /

Electronic

Health Records

•

The Market…

–

Highly fragmented market with over 300 participants

–

Historically divided between core practice management and clinical vendors

–

Paradigm shift to complex clinical system driving IT decisions and

consolidation in the ambulatory markets

•

Allscripts-Misys…

–

A footprint of approximately 150,000 physicians

–

A complete portfolio of integrated solutions, products and services

Core Practice

Management

Epic

GE

NextGen

Sage

eCw

A Clear Leader in Physician Solutions

10

A Proven Approach…

Practice Management System

Electronic Health Record

Installed Base (2008) = 113,000 MDs

Primarily in Small-Mid Sized Practices

2001:

Allscripts Gained Exclusive

Partnership to Market Allscripts

EHR to IDX PM Base

2008:

Allscripts Gains Exclusive

Opportunity to Market Allscripts

EHR to Misys PM Base

Installed Base (2001) = 138,000

MDs Primarily in Larger Practices

A Clear Leader in Physician Solutions

11

Market Opportunity

–

~ 500,000 U.S. Practicing Physicians

–

x          80% EHR Market Opportunity

–

x  ~$12,000 Initial Investment/Physician

–

= ~$5 Billion Opportunity

Electronic Health Record (EHR) Market = ~ $5 Billion

Practice Management (PM) Market = ~ $1 Billion/Yr.

~10% to 20% of PM Systems Replaced/Yr.

Software Maintenance Agreement (SMA) = ~ $1 Billion/Yr.

Transactions = ~

$1 to 2 Billion/Yr.

American Presidential candidates see technology as the answer to

a

better healthcare delivery system

A Clear Leader in Physician Solutions

12

The Market Segments in Which We Compete

Large Practices/

AMCs/Hospitals

25<200 MDs

Mid-Sized

Practices

10<24 MDs

Small Practices

1<10 MDs

Key:

Limited Presence

Leader

EHR

Practice Mgmt.

e-Prescribing

Connectivity

Solutions

Allscripts

Misys

Allscripts-

Misys

Source: Allscripts and Misys Assessment

A Clear Leader in Physician Solutions

13

The Largest Client Footprint in the U.S.

Allscripts

Misys

110,000 Physicians, 18,000 Medical Practices, 600 Homecare Agencies

A Clear Leader in Physician Solutions

14

The Largest Client Footprint in the U.S.

Allscripts-Misys

Approximately 150,000 Physicians and 700+ Hospitals Across the U.S.

A Clear Leader in Physician Solutions

15

Product Strategy

•

Overall

Approach:

We

will

support

all

products

•

The Opportunity:

$1 Billion opportunity selling Allscripts EHR

into Misys PM installed base (currently < 20% penetrated)

•

EHR

Sales

in

the

Small

Office

Market:

In

addition,

we

believe

there is

an

opportunity

with

MyWay

as

an

ASP

solution

for

small

practices

A Clear Leader in Physician Solutions

16

Compelling Strategic Rationale

•

Covers approximately 1 out of 3 of all physicians in America*

•

Brings together leaders in PM and EHR

•

Ability to network across healthcare from the emergency

department to the ambulatory settings

•

Large installed base to sell leading EHR and other products into

•

Ability to help drive industry and technical standards for

functionality and interoperability

•

Creates a “hub”

from which we can sell into an existing Misys PM

base, similar to the successful IDX strategy

Leader in

EHR and PM

Highly

Complementary

Businesses

•

Significant opportunity for revenue and cost synergies through

cross-selling and rationalisation of overlapping functions

•

Drives long-term top and bottom line growth

•

Stability through a high percentage of recurring revenue

Powerful

Strategic

Financial

Rationale

* Allscripts and Misys Estimates

A Clear Leader in Physician Solutions

17

Creates a Clear Leader: Allscripts-Misys

A clear leader in clinical software, information and

connectivity solutions that empower physicians to

deliver healthcare safely, efficiently and effectively

+

A Clear Leader in Physician Solutions

18

18

About Misys

•

4,500 Employees Serving 120 Countries

•

$902m

in Revenue (Fiscal 2007) –

Misys plc

•

LSE: MSY

•

Market Leader in Banking and Treasury and Capital markets

worldwide with over 1,200 banks and financial institutions

•

Significant Market Presence in Healthcare

–

Practice Management

–

Claims Management

–

Electronic Health Records

–

110,000 Physicians

–

$376m

in Revenue (Fiscal 2007) –

Misys Healthcare

A Clear Leader in Physician Solutions

19

Transaction Summary

Allscripts-Misys Healthcare

Company Name

Four to Six Months

Expected Closing

$330m Cash (approximately $4.90 per share)

Retain their Shares in MDRX

NASDAQ listing maintained

Allscripts

Shareholders

Receive

Misys plc: 54.5%

Allscripts: 45.5%

Pro Forma

Ownership

Glen

Tullman

-

CEO

designate

Bill Davis -

CFO designate

Mike Lawrie -

Executive Chairman designate

Management

Allscripts to Merge with Misys Healthcare

Misys to pay $330m

Structure

Fully diluted shares

Note: All ownership percentages and per share amounts are calculated on a fully diluted basis

A Clear Leader in Physician Solutions

20

Understanding the Combined Enterprise Value

~$790  to 840mm

Total Contribution

$330mm

Cash Contribution

~$460  to 510mm

1

Misys Healthcare Business

(for 54.5% ownership share)

Misys plc contributed the following for a 54.5% stake in Allscripts-Misys

This implies a combined enterprise value of ~ $1.4 to 1.5 billion

(1)

Misys

Healthcare

enterprise

value

based

on

applying

a

range

of

revenue

multiples

(~1.2x

–

1.4x)

to

Misys

Healthcare’s

FY2007A

revenue

of

$376

million.

A Clear Leader in Physician Solutions

21

Understanding the Combined Enterprise Value

~$40m

~$345m

Allscripts Stand-Alone  

(2008)

~$85m to 90m

Adjusted Earnings

~$720 to $725m

Revenue

Combined Pro-Forma

(2008)

What this implies for current Allscripts equity holders

Implied Enterprise Value = $1.4 to $1.5 billion

~$970  to $1,100m

Total Value

~$14.30 to $16.20

Implied Per Share Value (67.8m shares)

$330m

+ Dividend

~$640  to $680m

Allscripts Shareholder Portion of

Implied Enterprise Value

1

Represents point estimate within guidance range provided by company

2

Adjusted earnings = net income + stock-based compensation and deal related amortization, both net of tax

3

Assumes $15 to $20m of first year synergies, pre-tax

2

1

3

A Clear Leader in Physician Solutions

22

Allscripts shareholders receive approximately $4.90 per share in

cash and 45.5%

ownership position in Allscripts-Misys

Annual cost synergies $15-$20m expected in first year following transaction close

Allscripts-Misys Long-Term Growth Profile

Low double digit top line growth

Better visibility and higher percentage of stable, recurring revenue

Up to $25m to $30m in annual cost savings within three years

Revenue synergies from cross-selling to respective install bases

Increased operating leverage expected to result in mid-teens EPS growth

Value Creation

A Clear Leader in Physician Solutions

23

Significant and Realizable Synergy Opportunity

Cost synergies of $15m to $20m

expected in first year following

transaction close

Up to $25m to $30m in annual cost

savings within the next few years

Main drivers of cost synergies

include: Overhead, R&D, Marketing,

Administrative Functions

Revenue synergies expected from cross-

selling into respective client bases

Increased operating leverage expected to

result in mid teens EPS growth

Projected Cost Synergies

$15 -

$20m

$25 -

$30m

First

Year

Run

Rate

A Clear Leader in Physician Solutions

24

Receive US antitrust clearance

Complete the carve-out financial audits

File the US proxy

Distribute the shareholder circular for Misys plc shareholders

Shareholder vote from both Misys plc and Allscripts shareholders

Significant transaction costs will be recognized by Allscripts in Q1

Expected to close in four to six months

Roadmap to Completion

A Clear Leader in Physician Solutions

25

Q&A