UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On December 9, 2019, NextGen Healthcare, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing the closing of its acquisition of Medfusion, Inc. (“Medfusion”) pursuant to that certain Agreement and Plan of Merger (the “Agreement”), dated November 12, 2019, by and among the Company, Renegade Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Medfusion, the Equityholders Representative (as defined therein) and, solely for purposes of Section 6.9 thereof, Greenlight Health Data Solutions, Inc.
The information contained in this Item 7.01 of Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On December 6, 2019, the Company completed its acquisition of Medfusion pursuant to the Agreement. Pursuant to the terms of the Agreement, the Company purchased all of the issued and outstanding equity interests of Medfusion for an aggregate purchase price of $43 million in cash, subject to certain adjustments in accordance with the terms of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 18, 2019, and is incorporated herein by reference. The Agreement and the foregoing description of the Agreement have been included to provide investors and stockholders with information regarding the terms of the Agreement. They are not intended to provide any other factual information about the Company, Merger Sub or Medfusion. The representations, warranties and covenants contained in the Agreement were made only as of specified dates for the purposes of such Agreement, were solely for the benefit of the parties to such Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission, and are also qualified in important part by a confidential disclosure schedule delivered by Medfusion to the Company in connection with the Agreement. Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURES
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.
| NEXTGEN HEALTHCARE, INC. | ||||||
| Date: December 12, 2019 |
By: |
/s/ James R. Arnold, Jr. | ||||
| James R. Arnold, Jr. | ||||||
| Chief Financial Officer | ||||||