Health Care Service Corporation Completes Acquisition of MEDecision
August 15 2008 - 8:30AM
Business Wire
MEDecision, Inc. (NASDAQ: MEDE) and Health Care Service Corporation
(HCSC) today announced the closing of a merger transaction pursuant
to which MEDecision has become a wholly-owned subsidiary of HCSC
and MEDecision's shareholders received $7.00 per share in cash. At
a special meeting of shareholders held on August 14, 2008,
MEDecision�s shareholders adopted the merger agreement and approved
the merger, with holders of approximately 88 percent of the
outstanding shares as of the record date voting in favor of the
transaction. �I am proud of the outstanding work by the many
individuals at both MEDecision and Health Care Service Corporation
that contributed to achieving this capstone event,� said David
St.Clair, MEDecision Founder and Chief Executive Officer. �Our
agreement underscores the strength of MEDecision�s collaborative
health care management solutions and validates our vision of the
health care industry, a vision shared by HCSC.� �This agreement
with HCSC will enable us to further expand our technology
development and strengthen our focus on both our independent plan
and Blue Cross Blue Shield customers,� continued Mr. St.Clair.
�MEDecision will continue its mission of improving the relationship
between patients, payers and providers as an independent company,
and we look forward to contributing significantly to the future
shape of the heath care industry.� �Joining forces with MEDecision
will enhance our ability to be an industry leader in health care
management and wellness, which is vital to our future success,�
said Pat Hemingway Hall, HCSC President and Chief Operating
Officer. �Moreover, the technological capabilities that MEDecision
provides will help us tackle the underlying costs of health care
and enable us to contribute significantly to better health and less
health care spending for our members.� As of the effective time of
the merger, 12:01AM, Eastern Time today, MEDecision�s common stock
is no longer publicly traded. Payment instructions will be mailed
or delivered electronically to stockholders. Common stockholders
with questions may contact StockTrans, Inc. at 800-733-1121. The
merger agreement was first announced on June 18, 2008. About HCSC
Health Care Service Corporation, a Mutual Legal Reserve Company, is
the largest customer-owned health insurer in the United States and
the fourth largest health insurer in the country overall, with 12.4
million members in its Blue Cross and Blue Shield plans in
Illinois, New Mexico, Oklahoma and Texas. The company is an
independent licensee of the Blue Cross and Blue Shield Association.
HCSC also has a rating of AA- (Very Strong) from Standard and
Poor's, Aa3 (Excellent) from Moody's and A+ (Superior) from A.M.
Best Company. About MEDecision MEDecision offers collaborative
health care management solutions that provide a simplified and
smart way to manage the health of members and member populations
which can improve the quality and affordability of care. Based on
state-of-the-art technology, MEDecision's solutions include
Alineo(TM), a collaborative health care management platform for
managing case, disease and utilization management and Nexalign(TM),
a collaborative health care information exchange service.
MEDecision believes that, in the aggregate, its health care payer
customers insure or manage care for approximately one in every six
people in the U.S. with health insurance. For more information,
please visit www.MEDecision.com. Forward-Looking Statement This
release contains, and the conference call will contain,
forward-looking statements within the meaning of the "safe harbor"
provisions of the federal securities laws, including, without
limitation, statements about the expected timing, completion and
effects of the proposed merger between MEDecision and HCSC. These
forward-looking statements are subject to risks and uncertainties
that could cause actual events or results to differ materially from
such statements. MEDecision may not be able to complete the
proposed merger because of a number of factors, including, among
other things, the failure to obtain shareholder approval or the
failure to satisfy other closing conditions. Other risks and
uncertainties that may affect forward-looking statements are
described in the "Risk Factors" section and elsewhere in the
company's Annual Report on Form 10-K as filed with the Securities
and Exchange Commission (SEC) on March 28, 2008 and the company's
Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission (SEC) on May 9, 2008. MEDecision undertakes no
obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other
events occur in the future. MEDecision is a trademark of
MEDecision, Inc. The MEDecision logo and product names are also
trademarks or registered trademarks of MEDecision, Inc. Other
product and brand names are trademarks of their respective owners.
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