athenahealth to buy Proxsys for up to $36M

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athenahealth, a developer of cloud-based practice management, EHR and patient communication services, has signed a definitive agreement to acquire Proxsys, a Birmingham, Ala.-based provider of cloud-based care coordination services between physicians and hospitals.

Terms of the merger agreement include a cash payment of approximately $28 million with the potential for additional consideration of up to $8 million, based on the achievement of certain business and financial milestones. The transaction is expected to close during the third quarter of 2011.

Proxsys provides care coordination, order transmission, referral management, hospital patient registration and insurance pre-certification services to approximately 90 clients, including certain athenahealth enterprise hospital clients, representing approximately 8,000 physicians and 60,000 patient registrations every month.

athenahealth said it intends to integrate Proxsys’ service offerings onto its athenaNet centrally hosted, cloud-based service platform. This would enable the company’s new athenaCoordinator service to move patients' clinical and insurance data from the ordering provider to order recipients on a transaction fee basis.

athenahealth expects to incur expenses related to the amortization of purchased intangibles associated with this acquisition. Although the company excludes amortization of purchased intangibles from its non-GAAP adjusted financial statements, it is no longer excluding acquisition-related expenses from its non-GAAP financial results. Management expects that the acquisition-related expenses for Proxsys will be immaterial to the company’s fiscal year 2011 results.