DEFA14A 1 a08-16841_4defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

x

Soliciting Material Pursuant to §240.14a-12

 

MEDecision, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

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):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

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.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

The following is the text of a letter sent to customers by MEDecision, Inc. on June 18, 2008.

 

Customer Letter

 

Today is a very important day in the history of MEDecision and I’m very excited about our announcement this morning that we signed a merger agreement pursuant to which we will be acquired by Health Care Service Corporation (HCSC). 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. They have also been a customer of MEDecision’s since 1994 and a consistent and energetic supporter of our vision.

 

As a key customer, I wanted to inform you personally and share my thoughts on this news. This announcement is a tremendously positive development for both MEDecision and our customers. I hope you share my enthusiasm about the possibilities this represents. The agreement underscores the strength of the collaborative heath care management solutions we’ve developed and validates our vision for the health care industry.

 

After the transaction closes, MEDecision will remain an independent company dedicated to the needs of all health plans and will maintain its own brand identity. This is important as we continue to pursue development and implementation of our Alineo™ and Nexalign™ collaborative health care management solutions. We recognize that our customers value our track record of innovation and our commitment to developing and implementing market-leading solutions. This agreement only strengthens our ability to provide those next generation solutions to the country’s leading health plans.

 

This agreement is a significant milestone for MEDecision and sets the stage for the next phase in our company’s history and growth. You will no doubt have a number of questions regarding this transaction and I invite you to communicate with your relationship manager or with me directly.

 

Thank you for your continued support of MEDecision.

 

Yours truly,

 

 

David St.Clair

Founder and CEO

MEDecision, Inc.

 

 


 

 

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 company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on March 28, 2008 and the company’s 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 SEC’s 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 MEDecision's 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 MEDecision’s 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 MEDecision’s proxy statement for its 2008 Annual Meeting of Shareholders, which was filed with the SEC on April 23, 2008.