Breaking News

Tweet TWEET

athenahealth to Acquire Mobile Health Leader Epocrates

  athenahealth to Acquire Mobile Health Leader Epocrates

Acquisition will accelerate athenahealth’s vision to build the nation’s health
  information backbone; companies will combine forces to redefine physician
                 mobile experience and point-of-care toolset

JPMorgan Healthcare Conference 2013

Business Wire

WATERTOWN, Mass. -- January 7, 2013

athenahealth, Inc. (NASDAQ: ATHN), a leading provider of cloud-based
electronic health record (EHR), practice management, and care coordination
services to medical groups and health systems, today announced that it has
signed a definitive agreement to acquire Epocrates, Inc. a mobile health
pioneer widely recognized for developing the most-widely adopted point-of-care
medical application among U.S. physicians.

The board of directors of each of athenahealth and Epocrates has agreed to a
price of $11.75 per share, in cash, for an aggregate purchase price of
approximately $293million. The purchase price represents a 22 percent premium
over the closing price per share of Epocrates on NASDAQ on Friday, January4,
2013. This is an all-cash offer for all outstanding shares of Epocrates’
common stock, and athenahealth intends to finance this acquisition using
available cash and funds available from its existing credit facility. The
closing of the transaction is subject to the approval of Epocrates
shareholders and other customary closing conditions and is currently expected
to occur early in the second quarter of 2013. Epocrates shareholders
representing approximately 17.5% of the outstanding common stock have agreed
to vote their shares in favor of the transaction.

Over the past 15 years, athenahealth has been evolving industry-leading, Best
in KLAS* cloud-based services that help medical caregivers do well doing the
right thing—keeping them focused on patient care. With the acquisition of
Epocrates, which is used and trusted by more than 330,000 physicians,
athenahealth believes it will be able to better serve an expanded network of
providers. athenahealth plans to build upon Epocrates’ success to date in
transforming the way physicians access and engage with clinical information,
with each other, and with their patients.

“I have been an admirer of Epocrates since it first emerged and have watched
the company grow consistently, one app download at a time, as it has cemented
itself into the consciousness of America’s physicians,” said Jonathan Bush,
President, Chairman, and CEO of athenahealth. “No other company has been able
to replicate the brand awareness, familiarity, and trust that Epocrates has
across the clinical mobile user base. We are confident that we can provide
Epocrates with the stewardship and resources it needs to grow and develop
within health care, and that Epocrates' capabilities are going to mesh
exceptionally well with athenahealth’s cloud-based physician and patient
services. Together, we’re excited by the opportunity to redefine the mobile
toolset for care givers.”

The Epocrates acquisition will enable athenahealth to realize its vision in a
number of key ways:

  *Better Information Access for Health Organizations — By combining
    Epocrates’ mobile expertise with knowledge and data from athenahealth’s
    cloud-based network, the combined company will be uniquely positioned to
    introduce new mobile applications that deliver high-value information to
    the clinical community when, where, and how they want it.
  *Advanced Mobile Workflows — the combined company will seek to pioneer new
    mobile workflows to improve provider efficiency and support care delivery
    outcomes; initial efforts will focus on care coordination,
    provider-to-provider communication, and patient engagement tools.
  *Accelerated Awareness and Growth Across the Physician Market —
    athenahealth would expand its current provider base of 38,000 to include
    the more than one million health care professionals on the Epocrates
    network, allowing athenahealth to build upon the highly favored Epocrates
    brand, recognized today by approximately 90 percent of practicing U.S.
    physicians.

“Epocrates and athenahealth are two strong and progressive brands dedicated to
helping clinicians deliver high quality care more efficiently through
continued innovation and a keen understanding of physicians’ workflows,” said
Andrew Hurd, President, CEO, and interim CFO of Epocrates. “By combining the
companies’ unique expertise in mobile and cloud-based services, we are setting
out to dramatically improve the accessibility of information and redefine the
dynamics within health care.”

Piper Jaffray & Co. acted as exclusive financial advisor to Epocrates in
connection with the transaction. Goodwin Procter LLP served as athenahealth’s
legal counsel and Cooley LLP served as counsel to Epocrates.

* As of September 30, 2012.

Conference Call Information

athenahealth will conduct a conference call today, Monday, January 7, 2013, at
5:30 a.m. Pacific Time/8:30 a.m. Eastern Time to discuss the announcement. To
participate in athenahealth’s live conference call and webcast, please dial
888-206-4074 (or 847-413-9015 for international calls) using conference code
No. 9673041, or visit the Investors section of athenahealth’s web site at
www.athenahealth.com. A replay will be available for one week following the
conference call at 888-843-7419 (and 630-652-3042 for international calls)
using conference code No. 9673041. A webcast replay will also be archived on
athenahealth’s website.

Presentation at 31st Annual J.P. Morgan Healthcare Conference

Jonathan Bush, President, Chairman, and CEO of athenahealth, will present the
rationale for the acquisition today, Monday, January 7, 2013, at 2:30PM
Pacific Time/5:30PM Eastern Time at the Westin St. Francis Hotel, 335 Powell
Street, San Francisco, California. A live audio webcast of the presentation
and a replay will be available in the Investors section of athenahealth’s
website at investors.athenahealth.com.

*athenahealth has three #1, Best in KLAS rankings within the 2012 Best in KLAS
Awards: Software & Services annual report: athenaClinicals^®, athenahealth’s
cloud-based EHR, is ranked #1 for physician practices with 1-10 physicians.
athenaCollector^®, athenahealth’s cloud-based practice management offering, is
recognized as #1 within two market segments: physician practices with 1-10 and
11-75 physicians.

About athenahealth

athenahealth, Inc. is a leading provider of cloud-based Best in KLAS
electronic health record (EHR), practice management, and care coordination
services to medical groups and health systems. athenahealth’s mission is to be
the most trusted service to medical care givers, helping them do well doing
the right thing. For more information, please visit www.athenahealth.com or
call 888-652-8200.

About Epocrates

Epocrates, Inc. (Nasdaq: EPOC) is recognized for developing the #1 medical
application among U.S. physicians for clinical content, practice tools, and
health industry engagement at the point of care. Epocrates has established a
loyal network of more than one million healthcare professionals, including 50
percent of U.S. physicians, who routinely use its intuitive solutions to help
streamline workflow and improve patient care. The company also facilitates the
delivery of valuable content and tools between partnering organizations and
its members. For more information, please visit www.epocrates.com/company.

In connection with the acquisition of Epocrates, Inc. by athenahealth, Inc.
pursuant to an Agreement and Plan of Merger (the “Merger”), Epocrates will
file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy
statement and other relevant materials in connection with the proposed
transaction. Epocrates will also mail the proxy statement to Epocrates
stockholders. athenahealth and Epocrates urge investors and security holders
to read the proxy statement and the other relevant material when they become
available because these materials will contain important information about
athenahealth, Epocrates, and the proposed transaction. The proxy statement and
other relevant materials (when they become available), and any and all
documents filed with the SEC, may be obtained free of charge at the SEC’s web
site at www.sec.gov. In addition, free copies of the documents filed with the
SEC by athenahealth will be available on the “Investors” portion of
athenahealth’s website at www.athenahealth.com. Free copies of the documents
filed with the SEC by Epocrates will be available on the “Investor Relations”
portion of Epocrates’ website at www.epocrates.com. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION.

athenahealth, Echo Merger Sub, Inc. (“MergerSub”), Epocrates, and their
respective executive officers and directors may be deemed to be participants
in the solicitation of proxies from the security holders of Epocrates in
connection with the Merger. Information about those executive officers and
directors of athenahealth is set forth in athenahealth’s proxy statement for
its 2012 annual meeting of stockholders, which was filed with the SEC on April
26, 2012, will be included in Epocrates’ proxy statement to be filed with the
SEC in connection with the proposed transaction as described above, and is
supplemented by other public filings made, and to be made, with the SEC.
Information about those executive officers and directors of Epocrates and
their ownership of Epocrates common stock is set forth in Epocrates’ proxy
statement for its 2012 annual meeting of stockholders, which was filed with
the SEC on August 30, 2012, and is supplemented by other public filings made,
and to be made, with the SEC. Investors and security holders may obtain
additional information regarding the direct and indirect interests of
athenahealth, MergerSub, Epocrates, and their respective executive officers
and directors in the Merger by reading the proxy statement and the other
filings and documents referred to above. This press release does not
constitute an offer of any securities for sale.

This press release contains forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including statements regarding consummation and timing of
the proposed transaction; anticipated improvements in, and benefits of
combining, the companies’ service offerings (including, but not limited to
improvements in information access and mobile workflows); and the potential
market for and awareness of the companies’ services. These statements are
neither promises nor guarantees, and are subject to a variety of risks and
uncertainties, many of which are beyond our control, which could cause actual
results to differ materially from those contemplated in these forward-looking
statements. In particular, the risks and uncertainties include, among other
things: consummation of the transaction is subject to customary closing
conditions, which if not met or waived would cause the transaction not to
close, including the failure to obtain required approval of the contemplated
transaction; failure to effectively integrate the services and operations of
the companies; the risk that the anticipated market for the companies’
combined services does not materialize; the risk that service offerings will
not operate in the manner expected (e.g., due to design flaws, security
breaches, or otherwise); potential interruptions or delays in service
offerings; reliance upon third parties, such as computer hardware, software,
data-hosting, content, and internet infrastructure providers, which reliance
may result in failures or disruptions in our service offerings; errors or
omissions in services and the information they provide; and the evolving and
complex government regulatory compliance environment in which the companies
and their clients operate. Existing and prospective investors are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. athenahealth undertakes no obligation to update or
revise the information contained in this press release, whether as a result of
new information, future events or circumstances, or otherwise. For additional
disclosure regarding these and other risks faced by athenahealth, please see
the disclosure contained in our public filings with the Securities and
Exchange Commission, available on the Investors section of athenahealth’s
website at www.athenahealth.com and the SEC’s website at www.sec.gov.

Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20130107005767/en/

Multimedia
Available:http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50522583&lang=en

Contact:

athenahealth, Inc. (Media)
Holly Spring, 617-402-1631
hspring@athenahealth.com
or
athenahealth, Inc. (Investors)
Dana Quattrochi, 617-402-1329
investorrelations@athenahealth.com