Eclipsys Corporation Board Under Investigation for Accepting the Allscripts Bid

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Company Name(s): 
Eclipsys
Affected Securities: 
NASDAQ: ECLP

Just hours after the Eclipsys board of directors announced the proposal by Allscripts to take over Eclipsys Corp (ECLP)an investigation on behalf of current investors Eclipsys Corporation (NASDAQ:ECLP) over possible breaches of fiduciary duty by the board of directors of Eclipsys was announced.

The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Eclipsys Corp.arising out of their attempt to sell Eclipsys (NASDAQ:ECLP) to Allscripts (NASDAQ: MDRX).

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

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.

The investigation by a law firm “concerns whether the Eclipsys Corp. Board of Directors breaches their fiduciary Eclipsys Corporation (NASDAQ:ECLP) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breaches their fiduciary duties by not seeking a deal that would provide better value Eclipsys Corporation (ECLP), and whether Allscripts is underpaying for Eclipsys Corp (NASDAQ:ECLP), thus unlawfully harming ECLP stockholders.”