8-K

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): August 5, 2014

Cerner Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-15386		43-1196944
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
2800 Rockcreek Parkway, North Kansas City, Missouri		64117
(Address of Principal Executive Offices)		(Zip Code)

(816) 201-1024

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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)

¨ 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 1.01 Entry into a Material Definitive Agreement.

On August 5, 2014, Cerner Corporation (“Cerner”) entered into a Master Sale and Purchase Agreement (the “Agreement”) with Siemens AG, a stock corporation organized under the laws of Germany (“Siemens”), pursuant to which Cerner will acquire substantially all of the assets, and assume certain liabilities, of Siemen’s health information technology ("HIT") business unit.

Under the terms of the Agreement, at the closing (the “Closing”) Cerner will pay $1.3 billion (USD) in cash, subject to certain adjustments for working capital and pension obligations. The Closing is subject to customary conditions, including among others, the expiration or termination of all applicable waiting periods (and extensions thereof) under the Hart-Scott Rodino Act and any other applicable merger control laws. Cerner and Siemens have made customary representations and warranties and have agreed to related indemnification obligations in the Agreement.

At Closing, Cerner and Siemens will enter into a transition services agreement pursuant to which Siemens will provide certain transitional services to Cerner for an initial period of up to six months after Closing. The transaction is currently expected to close in Cerner’s first fiscal quarter of 2015.

Concurrently with execution of the Agreement, the parties entered into an agreement for global cooperation in certain fields of the global health care market. After Closing, each company will contribute up to $50 million (USD) to a new strategic alliance to fund projects that integrate health IT with medical technologies for the purpose of enhancing workflows and improving clinical outcomes.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to Cerner’s Quarterly Report on Form 10-Q for the fiscal period ending September 27, 2014.

Item 7.01 Regulation FD Disclosure

Cerner issued a press release announcing the entering into a definitive agreement between Cerner and Siemens for Cerner to acquire substantially all of the assets, and assume certain liabilities, of Siemens’ HIT business unit. A copy of the press release issued August 5, 2014 regarding the acquisition is annexed hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the media fact sheet summarizing the press release is annexed hereto as Exhibit 99.2.

Cerner has posted on the Investor Relations page of its internet website a slide presentation related to the acquisition of Siemens’ HIT business. A copy of the slide presentation is furnished as Exhibit 99.3 to this current report on Form 8-K. Cerner will not undertake to update this presentation.

The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Cerner Corporation dated August 5, 2014

99.2 Media Fact Sheet dated August 5, 2014

99.3 Investor Presentation dated August 5, 2014

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.

		CERNER CORPORATION
Date: August 5, 2014	By:	/s/ Marc G. Naughton
		Marc G. Naughton, Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Cerner Corporation dated August 5, 2014
99.2	Media Fact Sheet dated August 5, 2014
99.3	Investor Presentation dated August 5, 2014

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Cernerto Acquire Siemens Health Services for $1.3 Billion

Acquisitionto further industry innovation with a combined $650 million annual R&D investment

Complementary client bases expand global presence

Cerner and Siemens AG to combine strengths to deliver new solutions through $100 million strategic alliance

KANSAS CITY, Mo. - Aug. 5, 2014 -Cerner Corporation (Nasdaq:CERN) and Siemens AG today announced they signed a definitive agreement for Cerner to acquire the assets of Siemens’ health information technology business unit, Siemens Health Services, for $1.3 billion in cash. By combining investments in R&D, knowledgeable resources, and complementary client bases, the acquisition creates scale for future innovation. As part of the agreement, Cerner and Siemens will form a strategic alliance to bring new solutions to market that combine Cerner’s health IT leadership and Siemens’ strengths in medical devices and imaging.

“We believe this is an all-win situation for the clients of both organizations and all of our associates and shareholders,” said Neal Patterson, Cerner chairman, CEO and co-founder. “Through more than $4 billion of cumulative investments in R&D, Cerner has established a strong market standing and is positioned for continued growth. Siemens’ health care IT assets provide additional scale, R&D, an impressive client base, and knowledgeable and experienced associates who will help Cerner achieve our plans for the next decade. In addition, the alliance we’re creating will drive the next generation of innovations that embed information from the EMR inside advanced diagnostic and therapeutic technologies, benefitting our shared clients.”

Based on 2014 estimates, Cerner and Siemens Health Services have combined totals of more than:

• 20,000 associates in more than 30 countries

• 18,000 client facilities, including some of the largest health care organizations in their respective countries

• $4.5 billion of annual revenue

• $650 million of annual R&D investment

The transaction is expected to be more than $0.15 accretive to Cerner’s non-GAAP diluted EPS in 2015, and more than $0.25 accretive in 2016. Non-GAAP earnings are expected to exclude share-based compensation expense, one-time transaction costs, and acquisition-related amortization and deferred revenue adjustments.

“We are excited to join with one of the most competitive companies in health IT today, and a recognized leader in innovation,” said John Glaser, Ph.D., CEO of the Health Services business unit of Siemens Healthcare. “Siemens cares deeply about its clients and believes Cerner is the best organization to fully support their health IT needs going forward. The knowledge and strength of our combined resources opens up great possibilities for future collaboration and

development, which is exciting for all of us. And our clients will benefit from our alignment with a company that has such a strong historical and future commitment to rapid innovation.”

Cerner has a 35-year history of creating value for clients by providing innovative solutions and services that help health care providers around the world increase safety, improve quality and reduce waste. Cerner is well-positioned to help clients be leaders in health care delivery and population health management today and tomorrow. The company’s competitive market position, combined with significant investments in R&D, understanding of advances in science and IT, as well as health care regulatory and industry shifts, enable it to help clients succeed.

“We have tremendous respect for Siemens’ clients, their markets and their needs,” said Patterson. “We look forward to bringing them into the Cerner family, especially as they face increasingly complex clinical and regulatory environments, with mandates to improve quality and pressures to lower cost. We pride ourselves on helping clients navigate changing times so they can be leaders in providing care to their communities. We’re committed to supporting Siemens’ clients, and we want them to have confidence that we have the vision, scale and resources to help them achieve their plans for building their organizations’ futures.”

Following the acquisition, support for Siemens Health Services core platforms will remain in place. Current implementations will continue, and Cerner plans to support and advance the Soarian platform for at least the next decade. Cerner will work with all clients to support their short-term and long-term business needs.

Global Alliance

Cerner and Siemens will create a strategic alliance to jointly invest in innovative projects that integrate health IT with medical technologies for the purpose of enhancing workflows and improving clinical outcomes. Each company will contribute up to $50 million to fund projects of shared importance to both companies and their clients.

The alliance has a three-year initial term. Advanced workflows along with medical images and their unique role in diagnostic and therapeutic decision-making, will be an early focus of the joint work.

“Siemens is very innovative around imaging, diagnostic and therapeutic technologies and processes,” said Patterson. “Medical technologies generate mountains of images and other data that must be stored, accessed, visualized and interpreted intelligently. In addition, advanced diagnostic and therapeutic processes are enhanced by presenting EMR data at just the right moment and in the right context. Together we will innovate at the edge where IT, processes and technologies meet.”

Transaction Summary

Cerner intends to finance the acquisition with cash on hand. The acquisition is expected to close in the first quarter of 2015, subject to regulatory approval and other customary conditions. The transaction has been approved by the boards of Cerner and Siemens.

Greenhill & Co. is acting as financial advisor to Cerner, and Latham & Watkins LLP is acting as its legal counsel. JP Morgan is acting as financial advisor to Siemens, and Clifford Chance LLP is acting as its legal advisor.

Conference Call

Cerner will host a conference call for the investment community to discuss the acquisition at 4p.m. CT on Tuesday, Aug. 5. The dial-in number for the conference call is (617) 614-4909; the passcode is Cerner. Cerner recommends joining the call 15 minutes early for registration. The re-broadcast of the call will be available from 8 p.m. CT, Aug. 5 through 11:59 p.m. CT, Aug. 12. The dial-in number for the re-broadcast is (617) 801-6888; the passcode is 94618496.

A webcast and slides that will be discussed on the call will be available on Cerner’s website at www.cerner.com under the About Cerner section (click Investor Relations, then Presentations and Webcasts).

About Cerner

Cerner's health information technologies connect people, information, and systems, at approximately 14,000 facilities worldwide. Recognized for innovation, Cerner solutions assist clinicians in making care decisions and enable organizations to manage the health of populations. The company provides clients with a wide range of in-house services, as well as an integrated clinical and financial system to help organizations manage revenue. Cerner's mission is to contribute to the systemic improvement of health care delivery and the health of communities. Nasdaq: CERN. For more information about Cerner, please visit www.cerner.com, check out our blog at www.cerner.com/blog and connect with us on Twitter at http://www.twitter.com/cerner and on Facebook at www.facebook.com/cerner.

Certain trademarks, service marks and logos set forth herein are property of Cerner Corporation and/or its subsidiaries. All other non-Cerner marks are the property of their respective owners.

All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements. Statements relating to the expected benefits of the proposed transaction and Cerner’s post-transaction plans, objectives, expectations and intentions are examples of such forward-looking statements. These forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner’s management with respect to future events and are subject to a number of significant risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. In many instances, the words “plans”, “estimates”, “intends”, “believe”, “position”, "expects", "will" or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: risks inherent with business acquisitions and integrations such as difficulties and operational and financial risks associated with integrating Cerner and the acquired business; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements; the risk that the necessary regulatory approvals may not be obtained in a timely manner or may be obtained subject to conditions that are not anticipated; the risk of uncertainty as to timing of the consummation of the acquisition; risks that any of the closing conditions to the proposed transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the synergies and other benefits expected from the proposed transaction; risk that the assets and business acquired

may not continue to be commercially successful; the effect of the announcement of the proposed transaction and the transaction itself on the ability of Cerner to retain customers and retain and hire key personnel and maintain relationships with key suppliers; unexpected costs, charges or expenses resulting from the transaction; and litigation or claims relating to the transaction or the acquired assets and business. Additional discussion of other risks, uncertainties and factors affecting Cerner's business is contained in Cerner's filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Cerner undertakes no obligation to update forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time.

Contacts

US Media: Kate O’Neill Rauber, +1 913.515.9836, C_ONeillRauber.Kate@Cerner.com

EU Media: Distie Profit, +44 (0)77 8978 1815, Distie.Profit@Cerner.com

Cerner Investors: Allan Kells, (816) 201-2445, akells@cerner.com

EX-99.2

CERNER TO ACQUIRE SIEMENS HEALTH SERVICES FOR $1.3 BILLION Enhances Cerner’s Position as Industry Innovator • Creates scale for future innovation by combining investments in R&D, knowledgeable resources and complementary client bases. • Furthers industry innovation with a combined $650 million annual R&D investment. • Spans the globe with more than 18,000 client facilities. Strategic Alliance with Siemens AG to Bring New Medical Advances to Market • Each company will contribute up to $50 million to fund projects of shared importance. • The alliance has a three-year initial term. • Projects will be aimed at rapidly achieving the next generation of clinical computing to deliver precision medicine at higher quality and lower costs. • Early focus: advance workflows along with medical images and their unique role in diagnostic and therapeutic decision-making. Committed to Support Siemens Health Services Clients • Support for Siemens Health Services core platforms will remain in place. • Current implementations will continue, and Cerner plans to support and advance the Soarian platform for at least the next decade. • Cerner will work with all clients to support their short-term and long-term business needs. Further Strengthens Cerner’s Financial Profile • Combined annual revenue of $4.5 billion based on 2014 estimates. • Expected to be more than $0.15 accretive to Cerner’s non-GAAP diluted EPS in 2015 and more than $0.25 accretive in 2016*. • Cerner intends to finance the acquisition with cash on hand. • Expected to close in the first quarter of 2015, subject to regulatory approval and other customary conditions.

* Non-GAAP earnings are expected to exclude share-based compensation expense, one-time transaction costs, and acquisition-related amortization and deferred revenue adjustments. All statements in this media fact sheet that do not directly and exclusively relate to historical facts constitute forward-looking statements. Statements relating to the expected benefits of the proposed transaction and Cerner’s post-transaction plans, objectives, expectations and intentions are examples of such forward-looking statements. These forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner’s management with respect to future events and are subject to a number of significant risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. In many instances, the words “estimates”, “intends”, "expects", "will" or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: risks inherent with business acquisitions and integrations such as difficulties and operational and financial risks associated with integrating Cerner and the acquired business; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements; the risk that the necessary regulatory approvals may not be obtained in a timely manner or may be obtained subject to conditions that are not anticipated; the risk of uncertainty as to timing of the consummation of the acquisition; risks that any of the closing conditions to the proposed transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the synergies and other benefits expected from the proposed transaction; risk that the assets and business acquired may not continue to be commercially successful; the effect of the announcement of the proposed transaction and the transaction itself on the ability of Cerner to retain customers and retain and hire key personnel and maintain relationships with key suppliers; unexpected costs, charges or expenses resulting from the transaction; and litigation or claims relating to the transaction or the acquired assets and business. Additional discussion of other risks, uncertainties and factors affecting Cerner's business is contained in Cerner's filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Cerner undertakes no obligation to update forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time.

EX-99.3

Cerner to Acquire Siemens Health Services August 5, 2014 Health care is too important to stay the same.TM

BRNDEXP 2.1 0714 © 2014 Cerner Corporation. All rights reserved. This document contains Cerner confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner 2 Participants • Neal Patterson Chairman of the Board, Chief Executive Officer and Co-Founder • Zane Burke President • Jeff Townsend Executive Vice President and Chief of Staff • Marc Naughton Executive Vice President and Chief Financial Officer

BRNDEXP 2.1 0714 © 2014 Cerner Corporation. All rights reserved. This document contains Cerner confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner 3 Safe Harbor Statement All statements in this presentation that do not directly and exclusively relate to historical facts constitute forward- looking statements. Statements relating to the expected benefits of the proposed transaction and Cerner’s post- transaction plans, objectives, expectations and intentions are examples of such forward-looking statements. These forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner’s management with respect to future events and are subject to a number of significant risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. In many instances, the words “projected”, "guidance", "expects", “estimate”, "will" or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: risks inherent with business acquisitions and integrations such as difficulties and operational and financial risks associated with integrating Cerner and the acquired business; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements; the risk that the necessary regulatory approvals may not be obtained in a timely manner or may be obtained subject to conditions that are not anticipated; the risk of uncertainty as to timing of the consummation of the acquisition; risks that any of the closing conditions to the proposed transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the synergies and other benefits expected from the proposed transaction; risk that the assets and business acquired may not continue to be commercially successful; the effect of the announcement of the proposed transaction and the transaction itself on the ability of Cerner to retain customers and retain and hire key personnel and maintain relationships with key suppliers; unexpected costs, charges or expenses resulting from the transaction; and litigation or claims relating to the transaction or the acquired assets and business. Additional discussion of other risks, uncertainties and factors affecting Cerner's business is contained in Cerner's filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Cerner undertakes no obligation to update forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time.

BRNDEXP 2.1 0714 © 2014 Cerner Corporation. All rights reserved. This document contains Cerner confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner 4 Cerner to Acquire Siemens Health Services • Enhances Cerner’s position as a global leader in HCIT • Combined 2014E revenue of over $4.5 billion • Combined annual R&D investment of over $650 million • Combined presence in over 18,000 client facilities, including leading health systems in all major markets • Over 20,000 associates in more than 30 countries post acquisition • Formation of global alliance with Siemens to fund innovation

BRNDEXP 2.1 0714 © 2014 Cerner Corporation. All rights reserved. This document contains Cerner confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner 5 Siemens Health Services Overview • Fiscal Year 2014 estimated revenue of ~$1.2 billion • Approximately 5,000 client facilities in over 40 countries with both direct and indirect sales channels • Over 5,000 associates worldwide • Siemens Health Services is a global provider of health care information technology solutions • Broad portfolio of enterprise-level clinical and financial health care IT systems, as well as departmental and connectivity solutions, and population health and care coordination • Complementary and supporting services include hosting and managed services, implementation services, and strategic consulting, as well as clearinghouse and health information exchange capabilities • Strong track record in revenue cycle management solutions • Strong presence in Germany, Sweden, Austria, Spain, Norway and the Netherlands

BRNDEXP 2.1 0714 © 2014 Cerner Corporation. All rights reserved. This document contains Cerner confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner 6 Key Transaction Terms Purchase Price Financial Impact Closing and Approvals • $1.3 billion to acquire Siemens Health Services from Siemens AG • Asset purchase on a cash-free, debt-free basis • 100% cash consideration • Expect to fund acquisition with cash on hand at Cerner • Projected to be more than $0.15 accretive to non-GAAP(1) EPS in 2015 and more than $0.25 accretive in 2016 • Projected annual pre-tax synergies from cross selling and cost savings to be greater than $175 million by 2017 • Expected to close in early 2015 • Subject to regulatory approval and other customary closing conditions (1) Before share-based compensation, one-time transaction costs, and acquisition-related amortization and deferred revenue adjustments

BRNDEXP 2.1 0714 © 2014 Cerner Corporation. All rights reserved. This document contains Cerner confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner 7 Clear Strategic Rationale • Enhances Cerner’s position as a leader in post-Meaningful Use era • Cerner’s proven solutions and services available across an expanded client base • Significant R&D investment drives innovation • Over $650 million annual investment, continued focus on physician, revenue cycle and population health • Enhances Cerner’s robust standalone organic growth opportunities • Expands base into which Cerner can sell its broad suite of solutions and services • Complementary geographic footprints enhance worldwide HCIT presence Strategic acquisition that adds impressive client base and knowledgeable and experienced associates that will continue to drive our growth and innovation

BRNDEXP 2.1 0714 © 2014 Cerner Corporation. All rights reserved. This document contains Cerner confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner 8 Cerner – Siemens Alliance Benefits • Demonstrate joint commitment to clients and HIT industry • Innovation: Advance solutions through sharing monetary and engineering resources • Further develop partnership with strategic clients • Jointly invest in innovative projects that integrate health IT with medical technology • Enhance workflows • Improve clinical outcomes • Supports Siemens commitment to advancing HIT with their modality clients • Terms • 3 year initial term • $50M USD investment each • Initial areas of funding • Laboratory automation • Cardiology information systems Strategic Global Alliance with Siemens Lab and Imaging Capabilities EMR Capabilities

Questions Health care is too important to stay the same.TM