SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALLSCRIPTSMISYS HEALTHCARE SOLUTIONS, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
01988P108
Dan Fitz
Misys plc
One Kingdom Street
Paddington
London W2 6BL, UK
44 (0)20 3320 5000
copies to:
Andrew L. Bab, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6323
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
October 10, 2008
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS:
MISYS PLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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82,886,017 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
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SHARED DISPOSITIVE POWER |
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82,886,017 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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82,886,017 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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56.8% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAMES OF REPORTING PERSONS
MISYS PATRIOT US HOLDINGS LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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64,028,875 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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64,028,875 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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64,028,875 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11 |
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43.9% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
3
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1 |
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NAMES OF REPORTING PERSONS
MISYS HOLDINGS INC.
IRS Identification
51-0373419 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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64,028,875 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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64,028,875 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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64,028,875 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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43.9% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAMES OF REPORTING PERSONS
MISYS PATRIOT LIMITED |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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BK, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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18,857,142 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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18,857,142 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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18,857,142 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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12.9% |
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TYPE OF REPORTING PERSON |
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OO |
5
TABLE OF CONTENTS
CONTINUATION PAGES TO SCHEDULE 13D
This Statement on Schedule 13D relates to the beneficial ownership of stock, par value $0.01
per share (the Common Stock), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware
corporation (the Company). This statement is being filed on behalf of the reporting persons (the
Reporting Persons) identified on the cover pages of this Statement. Information in respect of
each Reporting Person is given solely by such Reporting Person, and no Reporting Person has
responsibility for the accuracy or completeness of information supplied by any other Reporting
Person.
Item 1. Security and Company.
The class of equity securities to which this Statement relates is the Common Stock issued by
the Company, which has its principal executive offices at 222 Merchandise Mart Plaza, Suite 2024,
Chicago, Illinois 60654.
Item 2. Identity and Background.
Reporting Person: Misys plc (Misys)
The place of organization of Misys is the United Kingdom. The principal business of Misys is
providing software to clients in the international banking and healthcare industries. The
principal office of Misys is One Kingdom Street, Paddington, London W2 6BL, UK.
During the last five years, Misys has not been either (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation of such laws.
Reporting Person: Misys Patriot US Holdings LLC (MPUSH)
The place of organization of MPUSH is Delaware. MPUSH is a limited liability company and is a
company formed to hold Misys interest in the Company. The registered address of MPUSH is 103
Foulk Road, Suite 202, Wilmington, DE 19803.
Since its formation on September 25, 2008, MPUSH has not been either (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state securities laws or finding any violation
of such laws.
Reporting Person: Misys Holdings Inc. (MHI)
The place of organization of MHI is Delaware. MHI is a corporation and a holding company of Misys.
The registered address of MPUSH is 103 Foulk Road, Suite 202, Wilmington, DE 19803.
During the last five years, MHI has not been either (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation of such laws.
Reporting Person: Misys Patriot Ltd. (MPL)
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The place of organization of MPL is the United Kingdom. MPL is a limited company incorporated
in England and Wales and is a holding company of Misys. The registered office of MPL is One
Kingdom Street, Paddington, London W2 6BL, UK.
Since its formation on July 9, 2008, MPL has not been either (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting activities subject to, federal or state securities laws or finding any violation of
such laws.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of October 20,
2008, a copy of which is attached hereto as Exhibit 99.1.
Item 3. Source and Amount of Funds or Other Consideration.
On October 10, 2008, pursuant to the Agreement and Plan of Merger, dated as of March 17, 2008
(the Merger Agreement), between Misys, Misys Healthcare Systems, LLC (MHS), Allscripts
Healthcare Solutions, Inc. (Allscripts) and Patriot Merger Company, LLC, MHI acquired 64,028,875
shares (the MPUSH Shares) of common stock, par value $0.01 of the Company, in exchange for the
contribution of all of the limited liability company interests of MHS. On October 10, 2008, MHI
made a capital contribution to MPUSH of all of the MPUSH Shares.
On October 10, 2008, pursuant to the Merger Agreement, MPL acquired 18,857,142 shares of
common stock (the MPL Shares, and together with the MPUSH Shares, the Shares), par value $0.01,
of the Company. To fund the acquisition of the Shares for an aggregate purchase price of
$330,000,000, Misys used proceeds from a private placement of its ordinary shares to a subsidiary
of ValueAct Capital Master Fund, L.P. (Value Act Capital), Misys largest shareholder, and drew
from both a $150.0 million revolving credit bridge facility agreement dated September 29, 2008
between Misys and HSBC Bank plc, The Governor and Company of the Bank of Ireland and The Royal Bank
of Scotland plc and a $175.0 million bridge facility agreement dated September 29, 2008 between
Misys and a subsidiary of ValueAct Capital.
Item 4. Purpose of Transaction.
Misys, through its wholly owned subsidiaries MPUSH and MPL, acquired the Shares on October 10,
2008 with the purpose of controlling the Company and realizing an economic benefit from increased
value to be created by synergies between MHS and the Company.
Item 5. Interest in Securities of the Issuer.
(a) Misys is the indirect beneficial owner of 82,886,017 shares of the common stock of the
Company, representing 56.8% of the outstanding shares of common stock of AM. MPUSH is the direct
beneficial owner of 64,028,875 shares of the common stock of AM, representing 43.9% of the
outstanding shares of common stock of AM. MPL is the direct beneficial owner of 18,857,142 shares
of the common stock of AM, representing 12.9% of the outstanding shares of common stock of AM.
(b) In accordance with Item 5(a) above, Misys, as the parent entity of its indirect wholly
owned subsidiaries, MPUSH and MPL, has shared power to direct the disposition of the MPUSH Shares
and the MPL Shares. MPUSH has shared power to dispose of the MPUSH Shares. MPL has shared power
to dispose of the MPL Shares.
(c) Other than as described in Item 4 above, no person named in response to paragraph (a) has
effected any transaction in connection with the common stock of AM.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the
Issuer.
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Misys is party to the (i) Relationship Agreement, dated as of March 17, 2008, by and between
Misys and Allscripts and (ii) the First Amendment to the Relationship Agreement, dated as of August
14, 2008, by and between Misys and Allscripts, which, among other things, govern the ability of
Misys to purchase and sell shares of common stock of AM.
Item 7. Material to be Filed as Exhibits
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Exhibit 99.1.
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Joint Filing Agreement pursuant to rule 13d-1(k)(1) among
the Reporting Persons, dated October 20, 2008. |
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Exhibit 99.2
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Multicurrency Revolving Credit Agreement, dated as of
September 29, 2008 (the Credit Agreement), by and among
Misys plc, HSBC Bank plc, HSBC Corporate Trustee Company
(UK) Limited, the Governor and Company of the Bank of
Ireland and The Royal Bank of Scotland plc. Certain
confidential portions have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a
request for confidential treatment. |
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Exhibit 99.3
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Senior Subordinated Credit Agreement, dated September 29,
2008, between Misys plc, ValueAct Capital Master Fund, L.P.
and ValueAct Capital Management, L.P. Certain confidential
portions have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for
confidential treatment. |
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Exhibit 99.4
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Agreement and Plan of Merger dated as of March 17, 2008 by
and among Misys plc, Misys Healthcare Systems, LLC,
Allscripts Healthcare Solutions Inc., and Patriot Merger
Company, LLC |
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Exhibit 99.5
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Relationship Agreement dated as of March 17, 2008 between
Allscripts Healthcare Solutions, Inc. and Misys plc |
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Exhibit 99.6
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First Amendment to Relationship Agreement dated as of August
14, 2008 between Allscripts Healthcare Solutions, Inc. and
Misys plc |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: October 20, 2008
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MISYS PLC
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By: |
/s/
James C. Malone |
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Name: James C. Malone |
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Title: Chief Financial
Officer |
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MISYS HOLDINGS INC.
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By: |
/s/
Darryl E. Smith |
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Name: Darryl E. Smith |
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Title: President |
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MISYS PATRIOT US HOLDINGS LLC
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By: |
/s/
Darryl
E. Smith |
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Name: Darryl
E. Smith |
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Title: President of Misys
Holdings Inc., sole member |
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MISYS PATRIOT LTD.
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By: |
/s/
Glyn Follelove |
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Name: Glyn Follelove |
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Title: Director |
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