Exhibit 10.2
STOCK REPURCHASE
AGREEMENT
DATED AS OF FEBRUARY 10,
2009
BY AND AMONG
MISYS PLC,
MISYS PATRIOT LTD,
MISYS PATRIOT US HOLDINGS,
LLC,
and
ALLSCRIPTS-MISYS HEALTHCARE
SOLUTIONS, INC.
STOCK REPURCHASE AGREEMENT, dated as
of February 10, 2009 (this “ Agreement ”),
by and among Misys plc, a public limited company incorporated under
the laws of England (“ Misys ”), Misys Patriot
Ltd., a limited company incorporated under the laws of England
(“ Misys UK Holdings ”), Misys Patriot US
Holdings LLC, a limited liability company incorporated under the
laws of Delaware (“ Misys US Holdings ”) and
Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation
(“ Allscripts ”).
W I T N E S
S E T H :
WHEREAS, the Board of Directors of
Allscripts has directed a special committee (the “
Committee ”) to consider and, if the Committee
determines it to be in the best interests of Allscripts and its
shareholders, direct the management of Allscripts to engage in open
market repurchases of, when combined with purchases hereunder, up
to the earlier to occur of $150,000,000 of purchases or
15 million shares of Allscripts Common Stock with all
repurchases to be completed no later than February 10, 2011
(the “ Market Purchase Program ”);
and
WHEREAS, Allscripts and Misys agree
that if any such Market Purchase Program is implemented, Misys UK
Holdings and Misys US Holdings shall sell shares of Allscripts
Common Stock to Allscripts in the aggregate in proportion to any
other shares of Allscripts Common Stock that Allscripts will
purchase under the Market Purchase Program from Allscripts
shareholders other than Misys or its Subsidiaries (such other
Allscripts shareholders, “ Other Holders
”).
NOW, THEREFORE, in consideration of
the foregoing and the representations, warranties, covenants and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Defined
Terms . The terms defined in this Article I, whenever used
herein, shall have the following meanings for all purposes of this
Agreement:
“Accumulated E&P”
has the meaning set forth in Section 2.6(b);
“Agreement” has the
meaning set forth in the preliminary statements hereto;
“Allscripts” has the
meaning set forth in the preliminary statements hereto;
“Allscripts Common
Stock” means the common stock, par value $0.01, of
Allscripts;
“Business Day” means any
day other than a Saturday, a Sunday, a legal holiday in New York,
New York or London, United Kingdom or other day on which banking
institutions or trust companies are authorized or obligated by Law
to close in New York, New York or London, United
Kingdom;
“Committee” has the
meaning set forth in the recitals hereto;
“Current E&P” has
the meaning set forth in Section 2.6(b);
“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder;
“Law” means rule,
regulation, statute, order, ordinance, guideline, code or other
legally enforceable requirement, including, but not limited to,
common law, state and federal laws or securities laws and laws,
rules and regulations of foreign jurisdictions;
“Market Purchase
Program” has the meaning set forth in the recitals
hereto;
“Misys” has the meaning
set forth in the preliminary statements hereto;
“Misys Repurchase Date”
has the meaning set forth in Section 2.1;
“Misys Repurchased
Shares” has the meaning set forth in
Section 2.1;
“Misys Repurchased Shares
Price” has the meaning set forth in
Section 2.2(c);
“Misys UK Holdings” has
the meaning set forth in the preliminary statements
hereto;
“Misys US Holdings” has
the meaning set forth in the preliminary statements
hereto;
“Nasdaq Rules” means the
rules and regulations of the Nasdaq National Market;
“Other Holders” has the
meaning set forth in the recitals hereto;
“Other Repurchased
Shares” has the meaning set forth in
Section 2.1;
“Person” means an
individual, corporation, partnership, joint venture, association,
trust, limited liability company, governmental entity,
unincorporated organization or other entity;
“Relationship Agreement”
means the Relationship Agreement, dated as of March 17, 2008,
between Allscripts and Misys, as amended;
“Repurchase Calculation
Chart” has the meaning set forth in
Section 2.2(a);
“Repurchase Period”
means initially a single calendar week with each subsequent
Repurchase Period to be a two-calendar week period so long as the
Market Purchase Program remains in effect;
“Repurchase Rate” as
determined with respect to any Misys Repurchase Date, shall be
equal to the number obtained by dividing (i) the number of
shares of Allscripts Common Stock collectively owned by Misys,
Misys UK Holdings, Misys US Holdings and their respective
affiliates immediately preceding the last completed Repurchase
Period prior to such Misys Repurchase Date by (ii) the number
of shares of Allscripts Common Stock owned by the Other Holders
immediately preceding the last completed Repurchase Period prior to
such Misys Repurchase Date; and
“Subsidiary” means, with
respect to any Person, another Person of which 50% or more of any
class of capital stock, voting securities, other voting ownership
or voting partnership interests (or, if there are no such voting
interests, 50% or more of the equity interests) are owned or
controlled, directly or indirectly, by such first Person,
provided that neither Allscripts nor any of its Subsidiaries
shall be treated as Subsidiaries of Misys, Misys UK Holdings or
Misys US Holdings.
Section 1.2
Interpretation . In this Agreement, except to the extent
that context otherwise requires:
(a) The table of contents and
headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation
of this Agreement.
(b) Whenever the words
“include”, “includes” or
“including” are used in this Agreement, they shall be
deemed to be followed by the words “without
limitation”. The term “or” is not
exclusive.
(c) The words “hereof”,
“herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.
(d) The definitions contained in
this Agreement are applicable to the singular as well as the plural
forms of such terms.
(e) Any agreement or instrument
defined or referred to herein or in any agreement or instrument
that is referred to herein means such agreement or instrument as
from time to time amended, modified or supplemented, except as
otherwise specified herein.
(f) References to a Person are also
to its permitted successors and assigns.
(g) All references to
“dollars” or “$” or any similar references
or designations contained herein mean United States
Dollars.
ARTICLE II
STOCK REPURCHASE
Section 2.1 Stock
Repurchase . Upon the terms and subject to the conditions set
forth in this Agreement, on the second Business Day following the
conclusion of each Repurchase Period during which Allscripts
purchased shares of Allscripts Common Stock from Other Holders
under the Market Purchase Program (each, a “ Misys
Repurchase Date ”), Misys UK Holdings and/or Misys US
Holdings shall sell, and Allscripts shall purchase, as part of the
Market Purchase Program, shares of Allscripts Common Stock in the
aggregate in a number (such shares, the “ Misys
Repurchased Shares ”) equal to ( i ) the
number of shares of Allscripts Common Stock purchased by Allscripts
from Other Holders pursuant to the Market Purchase Program during
the Repurchase Period (such shares, the “ Other
Repurchased Shares ”) multiplied by ( ii
) the Repurchase Rate, in each case rounded to the nearest
whole number of such shares. The obligations of Allscripts, Misys
UK Holdings and Misys US Holdings under this Section 2.1 are
subject to, and conditioned on, compliance with applicable
Law.
Section 2.2 Repurchase
Procedure .
(a) By no later than 6:00 P.M.
Eastern Time on the Business Day immediately preceding each Misys
Repurchase Date, Allscripts shall provide to Misys a completed
calculation chart in the form of Exhibit A hereto (the “
Repurchase Calculation Chart ”) indicating the date,
amount and pricing of all purchases of shares of Allscripts Common
Stock from Other Holders in the relevant Repurchase Period and the
calculations performed to determine the Misys Repurchased Shares
Price and the number of Misys Repurchased Shares. Each Repurchase
Calculation Chart shall be delivered to Misys
pursuant to the notice provisions in
Section 5.2 with separate copies to be sent by electronic mail
to the following individuals at the corresponding electronic mail
addresses below as well as such other individuals at such
electronic mail addresses as Misys may request:
(i) James Gelly, acting Chief
Financial Officer (james.gelly@misys.com); and
(ii) Glyn Fullelove, Vice-President
for Tax and Treasury (glyn.fullelove@misys.com).
(b) By 9:30 A.M. Eastern Time on the
Misys Repurchase Date, Misys shall deliver to Allscripts
(i) wire transfer instructions for the Misys Repurchased Share
Price and (ii) the stock certificates, duly endorsed or
accompanied by a duly endorsed stock power, representing such Misys
Repurchased Shares, if such shares are in physical form or, if in
book entry, appropriate transfer instructions to the transfer
agent. Promptly after receipt of such wire transfer instructions
and stock certificates, Allscripts shall transfer the Misys
Repurchased Shares Price in immediately available funds to the
account designated by Misys. It is the intent of the parties that
all actions contemplated by this Section 2.2(b) are to be
completed by the end of the Misys Repurchase Date.
(c) The Misys Repurchased Shares
Price to be determined on any Misys Repurchase Date shall be an
amount equal to ( i ) the number of Misys Repurchased
Shares on such date multiplied by ( ii ) the volume
average weighted purchase price paid by Allscripts for all Other
Repurchased Shares purchased by Allscripts during the Repurchase
Period immediately prior to the Misys Repurchase Date without
deduction for any commissions, fees or other costs and expenses
related to such purchases.
(d) Allscripts shall direct its
transfer agent to either (a) issue new stock certificates to
Misys UK Holdings and Misys US Holdings representing the number of
shares of Allscripts common stock owned by Misys UK Holdings and
Misys US Holdings after such Misys Repurchase Date, such
certificates to contain the same restrictive legends as in effect
on the date hereof, or (b) if Misys UK Holdings or Misys US
Holdings hold their shares in book entry form, to update the share
register to reflect the number of shares of Allscripts common stock
owned by Misys UK Holdings or Misys US Holdings after such Misys
Repurchase Date.
Section 2.3 Information and
Correction .
(a) Allscripts shall provide any
information related to the Repurchase Calculation Chart and the
Misys Repurchased Shares Price as Misys, Misys UK Holdings or Misys
US Holdings may reasonably request.
(b) If either Misys or its
Subsidiaries or Allscripts determines that an error or
miscalculation has been made with respect to either the
determination of the Misys Repurchased Shares or the Misys
Repurchased Shares Price, notwithstanding any provisions in the
Relationship Agreement, the parties shall promptly take such action
as is necessary to put Misys and its Subsidiaries in the same
position they would have been in had there been no such error or
miscalculation.
Section 2.4 Restriction on
Repurchases . Allscripts shall not repurchase any shares of
Allscripts Common Stock from Other Holders on a Misys Repurchase
Date that would, after taking into account the repurchase of the
Misys Repurchased Shares on such date, result in a violation of
Rule 10b-18 of the Exchange Act or any other Laws or Nasdaq
Rules.
Section 2.5 Cancellation of
Shares . All shares of Allscripts Common Stock repurchased
pursuant to any Market Purchase Program or hereto shall be
cancelled by Alls
