Medecision, Inc. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 18 2008 - 2:37PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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MEDecision,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The
following talking points were utilized in a presentation by MEDecision, Inc.
to its employees on June 18, 2008.
Employee
Talking Points
·
Today is a very important day in the history
of MEDecision.
·
This morning, we
announced that MEDecision
signed a merger agreement pursuant to which we will be acquired by Health Care
Service Corporation (HCSC).
·
HCSC will acquire all of the outstanding
shares of MEDecision common stock for $7.00 per share in cash, a significant
premium over recent trading levels.
·
We expect the transaction to close late in
the third quarter or early in the fourth quarter of this year.
·
I hope you share my excitement and
anticipation about the possibilities this represents for MEDecision and our
valued customers.
·
The agreement underscores the strength of the
collaborative heath care management solutions weve developed and validates our
vision of the health care industry, a vision shared by HCSC.
·
MEDecision will remain an independent company
dedicated to the needs of all health plans and will maintain its own brand
identity.
·
This agreement strengthens our ability to
provide those next generation solutions to the countrys leading health plans.
·
HCSC is the
largest customer-owned health insurer in the United States and the fourth
largest health insurer in the country overall, with 12.4 million members in
Blue Cross and Blue Shield plans in Illinois, New Mexico, Oklahoma and Texas.
·
HCSC has been a
customer of ours since 1994.
·
They have been
a supporter of our vision of collaborative health care management.
·
Thank you for your significant contributions
to the continuing success of MEDecision and our customers.
·
The leadership teams of both MEDecision and
HCSC are very excited about this opportunity to join forces to make a
difference in the next generation of collaborative health care management.
·
We will continue our mission of improving the
relationship between patients, payers and providers and contribute
significantly to the future shape of the heath care industry.
Forward-Looking
Statement
This
filing contains forward-looking statements within the meaning of the safe
harbor provisions of the federal securities laws, including, without
limitation, statements about the expected timing, completion and effects of the
proposed merger between MEDecision and HCSC. These forward-looking statements
are subject to risks and uncertainties that could cause actual events or
results to differ materially from such statements. MEDecision may not be able
to complete the proposed merger because of a number of factors, including,
among other things, the failure to obtain shareholder approval or the failure
to satisfy other closing conditions. Other risks and uncertainties that may
affect forward-looking statements are described in the Risk Factors section
and elsewhere in the companys Annual Report on Form 10-K as filed with
the Securities and Exchange Commission (SEC) on March 28, 2008 and the
companys Quarterly Report on Form 10-Q as filed with the Securities and Exchange
Commission (SEC) on May 9, 2008. MEDecision undertakes no obligation to
update publicly any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.
Additional
Information About the Merger and Where to Find It
MEDecision
will file with the Securities and Exchange Commission (the SEC), and furnish
to its shareholders, a proxy statement soliciting proxies for the meeting of
its shareholders to be called with respect to the proposed merger between
MEDecision and HCSC. MEDecision SHAREHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. MEDecision shareholders and other interested parties
will be able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SECs Web
site at www.sec.gov. MEDecision shareholders and other interested parties will
also be able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents by directing a request by mail or
telephone to MEDecision, Inc., 601 Lee Road, Chesterbrook Corporate
Center, Wayne, Pennsylvania 19087, Attention: Corporate Secretary, telephone:
(610) 540-0202, or from MEDecisions Web site, www.MEDecision.com.
MEDecision
and certain of its directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from shareholders of MEDecision with respect to
the proposed merger. Information regarding the persons who may be considered
participants in the solicitation of proxies will be set forth in MEDecisions
proxy statement relating to the proposed merger when it is filed with the SEC.
Information regarding certain of these persons and their beneficial ownership
of MEDecision common stock as of March 28, 2008 is also set forth in
MEDecisions proxy statement for its 2008 Annual Meeting of Shareholders, which
was filed with the SEC on April 23, 2008.
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