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Item 7.01
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Regulation FD Disclosure.
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On January 8, 2018, Allscripts issued a press release
announcing the transaction described above under Item 1.01 of this Current Report on
Form 8-K. A
copy of the press release is attached hereto as Exhibit 99.1.
Forward-Looking Statements and Risk Factors
This Current Report on Form
8-K,
including the press release referenced herein, contains
forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and
include any statement that does not
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directly relate to any historical fact or pattern. Forward-looking statements can also be identified by the use of words such as future, anticipates, believes,
estimates, expects, intends, plans, predicts, will, would, could, can, may, and similar terms. Forward-looking statements are not
guarantees of future performance. Actual results could differ significantly from those set forth in the forward-looking statements, and reported results should not be considered an indication of future performance. Certain factors that could cause
our actual results to differ materially from those described in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form
10-K
for the year
ended December 31, 2016 filed with the Securities and Exchange Commission (our Form
10-K)
under the heading Risk Factors and elsewhere. The following discussion should be read in
conjunction with the unaudited consolidated financial statements and notes thereto included in Part I, Item 1, Financial Statements (unaudited) in our Form
10-Q
for the quarterly period ended
September 30, 2017 filed with the Securities and Exchange Commission, as well as our Form
10-K.
We assume no obligation to revise or update any forward-looking statements for any reason, except as
required by law.
Our business, financial condition, operating results and stock price can be materially and adversely affected by
a number of factors, whether currently known or unknown, including, but not limited to, those described below. Any one or more of such factors, some of which are outside of our control, could directly or indirectly cause our actual financial
condition and operating results to vary materially from our past or anticipated future financial condition or operating results.
Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial
performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Our pending acquisition of Practice Fusion is subject to material risks and uncertainties.
There can be no assurance as to when, or if, we will complete our pending acquisition of Practice Fusion, as the transaction is subject to
certain closing conditions, including the conditions described in Item 1.01 of this report.
If we complete our pending acquisition of
Practice Fusion, the success of such acquisition will depend, in part, on our ability to achieve the expected benefits of the acquisition and to integrate our existing businesses with Practice Fusions business, including the integration of
products and technologies. This integration will be complex, costly and time-consuming and will involve numerous risks, including, but not limited to, unanticipated expenses and the diversion of financial, managerial, and other resources from
both our existing operations and those of Practice Fusion. If we fail to successfully integrate Practice Fusions business, we may not be able to achieve projected results or support the amount of consideration paid for Practice Fusion, which
could materially and adversely impact our business, financial condition and operating results.
In addition, in March 2017 Practice Fusion
received a request for documents and information from the U.S. Attorneys Office for the District of Vermont pursuant to a civil investigative demand (CID). The CID relates to the certification of Practice Fusions software under the
U.S. Office of the National Coordinator for Health Information Technologys electronic health record certification program, and related business practices We understand that it is Practice Fusions practice to respond to such matters in a
cooperative, thorough and timely manner. If we complete our pending acquisition of Practice Fusion and the CID leads to a claim or legal proceeding against Practice Fusion that results in the imposition of damages,
non-monetary
relief, significant compliance, litigation or settlement costs, or any other losses, such damages, relief, costs or losses could materially and adversely impact our business, financial condition
and operating results.
The information furnished pursuant to this Item shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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