Cerner Corporation: Cerner to Acquire Siemens Health Services for $1.3 Billion

Cerner Corporation: Cerner to Acquire Siemens Health Services for $1.3 Billion   Acquisitionto further industry innovation with a combined $650 million  annual R&D investment   Complementary client bases expand global presence   Cerner and Siemens AG to combine strengths to deliver new solutions through  $100 million strategic alliance   KANSAS CITY, Mo., Aug. 5, 2014 (GLOBE NEWSWIRE) -- Cerner Corporation  (Nasdaq:CERN) and Siemens AG today announced they signed a definitive  agreement for Cerner to acquire the assets of Siemens' health information  technology business unit, Siemens Health Services, for $1.3 billion in cash.  By combining investments in R&D, knowledgeable resources, and complementary  client bases, the acquisition creates scale for future innovation. As part  of the agreement, Cerner and Siemens will form a strategic alliance to bring  new solutions to market that combine Cerner's health IT leadership and  Siemens' strengths in medical devices and imaging.   "We believe this is an all-win situation for the clients of both  organizations and all of our associates and shareholders," said Neal  Patterson, Cerner chairman, CEO and co-founder. "Through more than $4  billion of cumulative investments in R&D, Cerner has established a strong  market standing and is positioned for continued growth. Siemens' health care  IT assets provide additional scale, R&D, an impressive client base, and  knowledgeable and experienced associates who will help Cerner achieve our  plans for the next decade. In addition, the alliance we're creating will  drive the next generation of innovations that embed information from the EMR  inside advanced diagnostic and therapeutic technologies, benefitting our  shared clients."   Based on 2014 estimates, Cerner and Siemens Health Services have combined  totals of more than:     *20,000 associates in more than 30 countries    *18,000 client facilities, including some of the largest health care      organizations in their respective countries    *$4.5 billion of annual revenue    *$650 million of annual R&D investment   The transaction is expected to be more than $0.15 accretive to Cerner's  non-GAAP diluted EPS in 2015, and more than $0.25 accretive in 2016.  Non-GAAP earnings are expected to exclude share-based compensation expense,  one-time transaction costs, and acquisition-related amortization and  deferred revenue adjustments.   "We are excited to join with one of the most competitive companies in health  IT today, and a recognized leader in innovation," said John Glaser, Ph.D.,  CEO of the Health Services business unit of Siemens Healthcare. "Siemens  cares deeply about its clients and believes Cerner is the best organization  to fully support their health IT needs going forward. The knowledge and  strength of our combined resources opens up great possibilities for future  collaboration and development, which is exciting for all of us. And our  clients will benefit from our alignment with a company that has such a  strong historical and future commitment to rapid innovation."   Cerner has a 35-year history of creating value for clients by providing  innovative solutions and services that help health care providers around the  world increase safety, improve quality and reduce waste. Cerner is  well-positioned to help clients be leaders in health care delivery and  population health management today and tomorrow. The company's competitive  market position, combined with significant investments in R&D, understanding  of advances in science and IT, as well as health care regulatory and  industry shifts, enable it to help clients succeed.   "We have tremendous respect for Siemens' clients, their markets and their  needs," said Patterson. "We look forward to bringing them into the Cerner  family, especially as they face increasingly complex clinical and regulatory  environments, with mandates to improve quality and pressures to lower cost.  We pride ourselves on helping clients navigate changing times so they can be  leaders in providing care to their communities. We're committed to  supporting Siemens' clients, and we want them to have confidence that we  have the vision, scale and resources to help them achieve their plans for  building their organizations' futures."   Following the acquisition, support for Siemens Health Services core  platforms will remain in place. Current implementations will continue, and  Cerner plans to support and advance the Soarian platform for at least the  next decade. Cerner will work with all clients to support their short-term  and long-term business needs.   Global Alliance   Cerner and Siemens will create a strategic alliance to jointly invest in  innovative projects that integrate health IT with medical technologies for  the purpose of enhancing workflows and improving clinical outcomes. Each  company will contribute up to $50 million to fund projects of shared  importance to both companies and their clients.   The alliance has a three-year initial term. Advanced workflows along with  medical images and their unique role in diagnostic and therapeutic  decision-making, will be an early focus of the joint work.   "Siemens is very innovative around imaging, diagnostic and therapeutic  technologies and processes," said Patterson. "Medical technologies generate  mountains of images and other data that must be stored, accessed, visualized  and interpreted intelligently. In addition, advanced diagnostic and  therapeutic processes are enhanced by presenting EMR data at just the right  moment and in the right context. Together we will innovate at the edge where  IT, processes and technologies meet."   Transaction Summary    Cerner intends to finance the acquisition with cash on hand. The acquisition  is expected to close in the first quarter of 2015, subject to regulatory  approval and other customary conditions. The transaction has been approved  by the boards of Cerner and Siemens.   Greenhill & Co. is acting as financial advisor to Cerner, and Latham &  Watkins LLP is acting as its legal counsel. JP Morgan is acting as financial  advisor to Siemens, and Clifford Chance LLP is acting as its legal advisor.   Conference Call   Cerner will host a conference call for the investment community to discuss  the acquisition at 4p.m. CT on Tuesday, Aug. 5. The dial-in number for the  conference call is (617) 614-4909; the passcode is Cerner. Cerner recommends  joining the call 15 minutes early for registration. The re-broadcast of the  call will be available from 8 p.m. CT, Aug. 5 through 11:59 p.m. CT, Aug.  12. The dial-in number for the re-broadcast is (617) 801-6888; the passcode  is 94618496.   A webcast and slides that will be discussed on the call will be available on  Cerner's website at www.cerner.com under the About Cerner section (click  Investor Relations, then Presentations and Webcasts).   About Cerner   Cerner's health information technologies connect people, information, and  systems, at approximately 14,000 facilities worldwide. Recognized for  innovation, Cerner solutions assist clinicians in making care decisions and  enable organizations to manage the health of populations. The company  provides clients with a wide range of in-house services, as well as an  integrated clinical and financial system to help organizations manage  revenue. Cerner's mission is to contribute to the systemic improvement of  health care delivery and the health of communities. (Nasdaq:CERN) For more  information about Cerner, please visit www.cerner.com, check out our blog at  www.cerner.com/blog and connect with us on Twitter at  http://www.twitter.com/cerner and on Facebook at www.facebook.com/cerner.   Certain trademarks, service marks and logos set forth herein are property of  Cerner Corporation and/or its subsidiaries. All other non-Cerner marks are  the property of their respective owners.   All statements in this press release that do not directly and exclusively  relate to historical facts constitute forward-looking statements. Statements  relating to the expected benefits of the proposed transaction and Cerner's  post-transaction plans, objectives, expectations and intentions are examples  of such forward-looking statements. These forward-looking statements are  based on the current beliefs, expectations and assumptions of Cerner's  management with respect to future events and are subject to a number of  significant risks and uncertainties. It is important to note that Cerner's  performance, and actual results, financial condition or business could  differ materially from those expressed in such forward-looking statements.  In many instances, the words "plans," "estimates," "intends," "believe,"  "position," "expects," "will" or the negative of these words, variations  thereof or similar expressions are intended to identify such forward-looking  statements. Factors that could cause or contribute to such differences  include, but are not limited to: risks inherent with business acquisitions  and integrations such as difficulties and operational and financial risks  associated with integrating Cerner and the acquired business; the occurrence  of any event, change or other circumstances that could give rise to the  termination of the transaction agreements; the risk that the necessary  regulatory approvals may not be obtained in a timely manner or may be  obtained subject to conditions that are not anticipated; the risk of  uncertainty as to timing of the consummation of the acquisition; risks that  any of the closing conditions to the proposed transaction may not be  satisfied or may not be satisfied in a timely manner; risks related to  disruption of management time from ongoing business operations due to the  proposed transaction; failure to realize the synergies and other benefits  expected from the proposed transaction; risk that the assets and business  acquired may not continue to be commercially successful; the effect of the  announcement of the proposed transaction and the transaction itself on the  ability of Cerner to retain customers and retain and hire key personnel and  maintain relationships with key suppliers; unexpected costs, charges or  expenses resulting from the transaction; and litigation or claims relating  to the transaction or the acquired assets and business.Additional  discussion of other risks, uncertainties and factors affecting Cerner's  business is contained in Cerner's filings with the Securities and Exchange  Commission. The reader should not place undue reliance on forward-looking  statements, since the statements speak only as of the date that they are  made. Cerner undertakes no obligation to update forward-looking statements  to reflect changed assumptions, the occurrence of unanticipated events or  changes in future operating results, financial condition or business over  time.  CONTACT: US Media:          Kate O'Neill Rauber          +1 816-888-2880          C_ONeillRauber.Kate@Cerner.com                   EU Media:          Distie Profit          +44 (0)77 8978 1815          Distie.Profit@Cerner.com                   Cerner Investors:          Allan Kells          (816) 201-2445          akells@cerner.com  ------------------------------------------------------------------------------  This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Cerner Corporation via Globenewswire HUG#1846755  
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