Electronic Health Reporter

Greenway Medical Technologies and Vitera Healthcare Solutions to combine, according to an announcement today stating that a definitive agreement will result in the combination of the businesses. The transaction will create a major healthcare information technology and services provider, offering a set of solutions for clinical and financial outcomes in healthcare enterprises, ambulatory practices, public health, retail and other clinics nationwide. Following the closing of the transaction, it is reported that the Vitera and Greenway businesses will serve nearly 13,000 medical organizations and 100,000 providers.

Under the terms of the agreement, Vista Equity Partners, which owns Vitera Healthcare Solutions, will pay Greenway stockholders $20.35 in cash for each share of Greenway common stock they hold. The price represents a 62 percent premium to Greenway’s 90-day volume weighted average stock price, and a 20 percent premium to Greenway’s closing share price the day before the merger agreement was signed. The all-cash transaction is valued at approximately $644 million. The Greenway Board of Directors has unanimously approved the definitive merger agreement. Upon closing, Greenway will operate as a privately held company.

“We are pleased to approve this agreement and look forward to completing this transaction,” said W. Thomas “Tommy” Green, founder of Greenway Medical Technologies and Chairman since the company’s inception in 1998. “It provides substantial cash value for our stockholders, and reflects our deep commitment to drive innovation that helps healthcare professionals succeed and thrive in today’s evolving healthcare landscape.”

It is anticipated that the Vitera and Greenway businesses will continue as Greenway Medical Technologies with the products and services of both Greenway and Vitera marketed under the Greenway brand. After closing, the two businesses will continue together to deliver best-in-class solutions and services, and enhancement of existing product platforms to ensure customers have the tools they need to address payment reform models and meet regulatory requirements such as meaningful Use Stage 2 and the transition to ICD-10.

Greenway will continue to have headquarters and principal operations in Carrollton, GA, Tampa, FL and Birmingham, AL.

“This transaction presents an opportunity to offer even greater value to our customers,” said Matthew J. Hawkins, President and CEO of Vitera. “Combining our business with Greenway Medical Technologies demonstrates our intense focus on growth and our commitment to provide current and prospective customers with proven, integrated and easy-to-use solutions they need to grow profitably, increase practice efficiencies and improve patient outcomes in this ever-changing healthcare environment.”

“We are excited that the transaction will accelerate the execution of our clearly defined strategy of leading the electronification of healthcare, engaging consumers in the management of their own health and continuing to partner with providers to develop the tools to improve population health,” said Tee Green, President and CEO of Greenway.

According to a joint company press release, “Vitera’s first-place EHR ranking from independent researcher Black Book Market Research, LLC and recent Customer Value Enhancement Award from Frost & Sullivan underscore the value of Vitera’s industry-leading solutions and services. Vitera’s portfolio of highly interoperable EHR and practice management solutions is ICD-10-enabled, certified for meaningful use Stage 2, and approved for pre-validation as a Patient-Centered Medical Home.”

Under the terms of the agreement, an affiliate of Vista Equity Partners will commence a tender offer for all of the outstanding shares of Greenway’s common stock. Closing of the transaction is conditioned upon, among other things, satisfaction of a minimum tender condition, clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, and other customary closing conditions. The closing of the transaction is not contingent on financing. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of stockholder approval. Greenway expects the transaction to close in the fourth calendar quarter of 2013.

Certain of Greenway’s stockholders (Investor Group L.P., Investor Growth Capital Limited and Pamlico Capital II, L.P.), each of Greenway’s directors (W. Thomas Green, Jr., Wyche T. Green, III, Robert Hensley, Neal Morrison, Thomas T. Richards, Walter Turek and Noah Walley), and certain executive officers of Greenway, including Gregory H. Schulenburg (Executive Vice President and Chief Operating Officer), James A. Cochran (Chief Financial Officer) and William G. Esslinger, Jr. (Vice President, General Counsel and Secretary), have each agreed to tender their shares into the offer, and vote their shares in favor of the definitive merger agreement and the merger, subject to certain terms and conditions. These stockholders collectively own approximately 50.9% of Greenway’s outstanding shares. These agreements will terminate upon termination of the definitive merger agreement in accordance with its terms in order for the Company to accept a superior offer and upon certain other circumstances.

The affiliate of Vista has obtained equity and debt financing commitments for the transactions contemplated by the merger agreement, the aggregate proceeds of which will be sufficient for Vista’s affiliate to pay the aggregate merger consideration and all related fees and expenses. Vista has committed to capitalize its affiliate, at or immediately prior to the effective time of the merger, with an aggregate equity contribution in an amount up to $650 million, which will be sufficient for the Affiliate to consummate the transactions contemplated by the merger agreement even if Vista’s debt financing is not available, subject to the terms and conditions set forth in an equity funding commitment letter, dated as of September 23, 2013.

J.P. Morgan is serving as financial advisor to Greenway, and Paul Hastings LLP is serving as Greenway’s legal advisor. Jefferies LLC and BMO Capital Markets are serving as financial advisors to the buyer, and Kirkland & Ellis LLP is serving as the buyer’s legal advisor. Jefferies Finance LLC and BMO Capital Markets have agreed to provide debt financing in connection with the transaction.

For further information regarding all terms and conditions contained in the definitive merger agreement, please see Greenway’s Current Report on Form 8-K, which will be filed in connection with this transaction.