23rd December 2003
The Merger Offer:
* combines iSOFT’s innovative technology with Torex’s proven domain expertise;
* provides the opportunity to participate more fully in the £2.3 billion NHS modernisation programme;
* unites the two companies’ international presence; and
* enables the Merged Group to benefit from cost synergies and to capitalise on the relative strengths of iSOFT and Torex.
The Merger Offer will be made to acquire all Torex shares on the basis of 1.7692 new iSOFT shares for every Torex share held
Full acceptance of the Merger Offer, would result in the issue to Torex Shareholders of approximately 103.2 million New iSOFT Shares, representing approximately 45.1 per cent of the enlarged issued share capital of iSOFT. On the basis of the Closing Price of 346.0 pence per iSOFT Share on 24 September 2003 (the last business day prior to the issue of this announcement) the Merger Offer values each Torex Share at approximately 612.1 pence and all of the existing issued Torex Shares at approximately £337.5 million and the enlarged iSOFT plc at £748.3million.