Eclipsys Corporation Investor Files Lawsuit Against Takeover

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Company Name(s): 
Eclipsys
Case Name: 
Eclipsys Deal Case 06/25/2010
Case Status: 
Lawsuit Filed
Affected Securities
NASDAQ: ECLP
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
06/25/2010
Court of Filing: 
Georgia State Court
Summary: 

An investor in Eclipsys Corp filed a lawsuit in Georgia on behalf of current investors Eclipsys Corporation (NASDAQ:ECLP) alleging breaches of fiduciary duty by the board of directors of Eclipsys for selling Eclipsys too cheap to Allscripts.

Eclipsys Corporation, located in Atlanta, Georgia, is a provider of advanced integrated clinical, revenue cycle and performance management software, and professional services that help healthcare organizations improve clinical, financial and operational outcomes.

On Wednesday, June 9, 2010, and Eclipsys (NASDAQ: ECLP) and Allscripts (NASDAQ: MDRX) announced a agreement to merge in an all-stock transaction valued at approximately $1.3 billion under which Eclipsys stockholders (ECLP) will receive 1.2 shares of Allscripts for each share of Eclipsys. According to Eclipsys the merger agreement has been approved by its Board of Directors and the offer represent a 19 percent premium based on the June 8th closing price.

Shares of Eclipsys Corporation (ECLP) traded the trading day before the announcement at $18.51 per share, but were down from $20.24 per share on June 04, 2010, and $20.54 per share on June 03, 2010, and from its 52weekHigh of $21.50 per share.

According to the complaint the plaintiff alleges, among other things, that the proposed transaction is fundamentally unfair to the public shareholders of Eclipsys and that the Board of Directors of Eclipsys Corp. breached their fiduciary duty for failing to maximize shareholder value.

Eclipsys Corporation reported in 2007 Total Revenue of $477.53million, in 2008 $515.76million, and in 2009 $519.18million.