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 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, check out our blog at and connect with us on Twitter at and on Facebook at

 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

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Source: Cerner Corporation via Globenewswire
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