isoft bid still on.

LONDON (Dow Jones)--IBA Health Limited ("IBA") Tuesday announced an revised
offer for iSOFT Group at a price of 69 pence per share in cash. -
Summary
* The IBA Directors are pleased to announce the terms of a revised offer in cash for
iSOFT (the "Revised Offer").
* Under the terms of the Revised Offer, iSOFT Shareholders will be entitled to receive
69 pence for each iSOFT Share held. The Revised Offer values the entire issued and to be
issued share capital of iSOFT at approximately GBP166.3 million.
* A share alternative will be available to iSOFT Shareholders who may elect to receive
some or all of their consideration in respect of their Scheme Shares in the form of IBA
Consideration Shares on an improved basis of 1.65 IBA Consideration Shares for each iSOFT
Share.
* The price of 69 pence in cash for each iSOFT Share represents:
- a premium of approximately 23.8%. to the closing mid-market price of 55.75 pence
per iSOFT Share on Oct. 16, 2006, being the last Business Day prior to the announcement
by iSOFT that it was reviewing its options with respect to the long term capital needs of
its business and that it had received a number of expressions of interest; and
- a premium of approximately 4.5%. to the value of the CompuGROUP Offer of 66
pence for each iSOFT Share.
* IBA has Tuesday agreed to acquire 56,577,244 iSOFT Shares representing 24.3 per cent.
of the issued share capital in iSOFT.
* The Revised Offer will be financed through a combination of IBA's existing cash
resources, the proceeds of the completed Rights Issue and new financing to be provided by
Allco Equity Partners, an investment company listed on the Australian Securities Exchange
via its wholly-owned subsidiary AEP Financial Services (together "AEP").
* IBA will procure the refinancing of iSOFT's existing banking facilities, which
are repayable upon a change of control, and the financing of the ongoing working capital
requirements of the Enlarged Group, through committed New Debt Facilities of GBP145
million which have been arranged by ABN AMRO of which GBP120 million has been
underwritten by ABN AMRO and the balance of GBP25 million by AEP Financial Services.
* IBA intends to seek the recommendation of the iSOFT Directors for the Revised Offer.
IBA will also seek the co-operation of the iSOFT Directors in implementing the Revised
Offer by means of a scheme of arrangement. Under the Revised Offer, IBA, or a
wholly-owned subsidiary of IBA, will acquire the entire issued and to be issued ordinary
share capital of iSOFT.
* The combination of iSOFT and IBA would:
- create one of the largest providers of information systems in the healthcare
IT market with a combined installed base of approximately 13,000 healthcare systems;
- bring together the two companies' international presence and customer base
creating a business with critical mass and reach;
- unite two experienced management teams with complementary skills and a proven
track record in the healthcare IT market;
- enhance the Enlarged Group's capability to deliver and complete the
development of LORENZO, iSOFT's flagship strategic product. LORENZO would form the
basis of the Enlarged Group's next generation product suite. LORENZO, once
completed, is expected to provide significant revenue opportunities for the Enlarged
Group when the product is marketed internationally;
- create significant opportunities for top-line growth from cross-selling the
complementary product portfolio of IBA and iSOFT to a larger customer base;
- be expected to result in full run-rate annual cost synergies of approximately
A$27 million (GBP11 million) in the financial year ending 30 June 2009, arising
primarily from a reduction of overheads through the removal of duplicated infrastructure
and premises;
- bring new funds to the Enlarged Group thereby enhancing its ability to deliver
and maintain large scale contracts; and
- be significantly earnings per share enhancing for IBA for the year to 30 June
2008(1) before amortisation of acquisition related intangibles and one-off integration
costs associated with the Original Offer and Revised Offer, but including expected
synergy benefits.
Gary Cohen, Executive Chairman of IBA, said: "The strategic logic for this merger
remains compelling and the merits of the transaction are further endorsed through
AEP's cornerstone investment. This merger of two leading healthcare IT companies
will create one of the largest providers of health IT solutions in the regions from
Europe through to Australasia.
"This is a continuation of our international strategy, started three years ago.
Our revised offer will enable iSOFT shareholders to choose whether to accept cash or to
accept IBA shares and benefit from the expected growth of the combined group. It
preserves key relationships with iSOFT customers and employees, ensures the LORENZO IP is
retained and enhances the value of the combined IBA and iSOFT business."
ABN AMRO Corporate Finance is acting as sole financial adviser to IBA. Hoare Govett is
acting as corporate broker to IBA.