Medecision, Inc. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
19 6월 2008 - 4:50AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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MEDecision,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The following is the text
of a letter sent to employees by MEDecision, Inc. on June 18, 2008.
Employee
Letter
Good
morning
Today
is a very important day in the history of our company and Im very excited
about the news Im about to share with you. This morning, we
announced that
MEDecision signed a merger agreement pursuant to which we will be acquired by
Health Care Service Corporation (HCSC).
HCSC
will acquire all of the outstanding shares of MEDecision common stock for $7.00
per share in cash, which represents a 309% premium over the closing price on June 17,
2008. This is obviously a very significant premium and underscores the
strategic importance and value of our collaborative health care management
solutions. We expect the transaction to close late in the third quarter or
early in the fourth quarter of this year.
This
announcement is a tremendously positive development for both of our
organizations. I hope you share my excitement and anticipation about the
possibilities this represents for MEDecision and our valued customers.
The agreement
underscores the strength of the collaborative heath care management solutions
weve developed and validates our vision of the health care industry, a vision
shared by HCSC.
While
we share a common vision, our innovative culture and relentless focus on the
development of collaborative health care management solutions means there is
significant value to operating as an independent organization. As such,
MEDecision will remain an independent company dedicated to the needs of all
health plans and will maintain its own brand identity. This is important as we
continue to pursue development and implementation of our Alineo and Nexalign
collaborative health care management solutions. All of our customers value our track
record of innovation and our commitment to developing and implementing
market-leading solutions. This agreement only strengthens our ability to
provide those next generation solutions to the countrys leading health plans.
Most of you are familiar with
HCSC. They are 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 Blue Cross and Blue Shield plans in Illinois, New Mexico, Oklahoma
and Texas. HCSC has been a customer of ours since 1994 and a consistent and
energetic supporter of our vision of collaborative health care management. This
acquisition not only supports HCSCs customer-focused vision of providing
members with access to health care that maximizes quality and minimizes cost,
but also supports their position as an industry leader in developing meaningful
ways to link patients, providers and payers throughout the health care system.
Id
like to conclude by thanking all of you for your significant contributions to
the continuing success of MEDecision and our customers. The leadership teams of
both MEDecision and HCSC are very excited about this opportunity to join forces
to make a difference in the next generation of collaborative health care management.
We will continue our mission of improving the relationship between patients,
payers and providers and contribute significantly to the future shape of the
heath care industry.
Yours
truly,
David
St.Clair
Founder
and CEO
MEDecision, Inc.
Forward-Looking
Statement
This
filing contains 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
companys 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.
Additional
Information About the Merger and Where to Find It
MEDecision
will file with the Securities and Exchange Commission (the SEC), and furnish
to its shareholders, a proxy statement soliciting proxies for the meeting of
its shareholders to be called with respect to the proposed merger between MEDecision
and HCSC. MEDecision SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT IS FINALIZED AND DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. MEDecision shareholders and other interested parties will be able
to obtain, without charge, a copy of the proxy statement (when available) and
other relevant documents filed with the SEC from the SECs Web site at
www.sec.gov. MEDecision shareholders and other interested parties will also be
able to obtain, without charge, a copy of the proxy statement (when available)
and other relevant documents by directing a request by mail or telephone to
MEDecision, Inc., 601 Lee Road, Chesterbrook Corporate Center, Wayne,
Pennsylvania 19087, Attention: Corporate Secretary, telephone: (610) 540-0202,
or from MEDecision's Web site, www.MEDecision.com.
MEDecision
and certain of its directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from shareholders of MEDecision with respect to
the proposed merger. Information regarding the persons who may be considered
participants in the solicitation of proxies will be set forth in MEDecisions
proxy statement relating to the proposed merger when it is filed with the SEC.
Information regarding certain of these persons and their beneficial ownership
of MEDecision common stock as of March 28, 2008 is also set forth in
MEDecisions proxy statement for its 2008 Annual Meeting of Shareholders, which
was filed with the SEC on April 23, 2008.
Medecision (MM) (NASDAQ:MEDE)
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부터 10월(10) 2024 으로 11월(11) 2024
Medecision (MM) (NASDAQ:MEDE)
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부터 11월(11) 2023 으로 11월(11) 2024