1
EXHIBIT 2.7
SECOND AMENDMENT TO
ACQUISITION AGREEMENT AND PLAN OF MERGER
This Second Amendment to Acquisition Agreement and Plan of Merger (the
"Second Amendment") is entered into effective as of April 24, 1997 by and among
QuadraMed Corporation, a Delaware corporation ("QuadraMed"), Healthcare
Recovery Acquisition Corporation, a Delaware corporation ("Acquisition Co."),
on the one hand, and Healthcare Recovery Incorporated, a New Jersey corporation
doing business as "Synergy HMC" (the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇, who constitute all of the shareholders of the Company
(collectively, the "Shareholders").
WHEREAS, the parties hereto have previously entered into that certain
Acquisition Agreement and Plan of Merger effective as of March 1, 1997 (the
"Original Agreement"), as amended by that certain First Amendment to
Acquisition Agreement and Plan of Merger effective as of April 22, 1997 (the
"First Amendment"), pursuant to which (i) the Company was merged with and into
Acquisition Co. (the "Merger") and (ii) by virtue of the Merger, the
Shareholders received an aggregate sum of $1,415,118.37 in cash and an
aggregate total of 181,855 shares of the Common Stock of QuadraMed with an
aggregate Fair Market Value of $2,000,405 as consideration for the Merger and
in exchange for cancellation of each share of issued and outstanding Company
Common Stock held by the Shareholders.
WHEREAS, the parties hereto desire to further amend the Original
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. Section 1.6 of the Original Agreement, as amended by Section 3
of the First Amendment, is hereby amended in its entirety to read as follows:
"'Closing Consideration' shall mean an aggregate of $3,415,523.37 in
value, payable as follows: (i) $1,415,118.37 shall be paid in cash at the
Closing; and (ii) 181,855 shares of QuadraMed Common Stock with an aggregate
Fair Market Value of $2,000,405 shall be delivered to the Shareholders as of
the Closing."
2. Section 2.7 of the Original Agreement, as amended by Section
13 of the First Amendment, is hereby amended in its entirety to read as
follows:
"Closing. Unless this Agreement shall have been terminated pursuant
to the provisions of Section 8.1, the Closing of the transactions contemplated
by this Agreement shall take place by facsimile on April 22, 1997 (with
original ink signature pages to follow by overnight courier), or as soon as
practicable following the satisfaction or waiver of the conditions set forth in
Articles V and VI (the "Closing Date")."
2
3. The reference in the second line of Section 3.4(a) of the
Original Agreement, as amended by Section 14 of the First Amendment, to
"$1,217,270.18" is hereby changed to read "$1,217,908.90."
4. The reference in the second line of Section 3.4(c) of the
Original Agreement, as amended by Section 14 of the First Amendment, to
"$386,446.11" is hereby changed to read "$386,572.73."
5. All capitalized terms used in this Second Amendment and not
otherwise defined shall have the meaning assigned such term in the Original
Agreement or the First Amendment. Except as expressly amended hereby, all
other terms and conditions of the Original Agreement and the First Amendment
shall remain in full force and effect.
6. This Second Amendment may be executed in one or more
counterparts, all of which when fully-executed and delivered by all parties
hereto and taken together shall constitute a single agreement, binding against
each of the parties. To the maximum extent permitted by law or by any
applicable governmental authority, any document may be signed and transmitted
by facsimile with the same validity as if it were an ink-signed document. Each
signatory below represents and warrants by his or her signature that he or she
is duly authorized (on behalf of the respective entity for which such signatory
has acted) to execute and deliver this instrument and any other document
related to this transaction, thereby fully binding each such respective entity.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-2-
3
IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment to Acquisition Agreement and Plan of Merger as of the date first
written above.
QUADRAMED QUADRAMED CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
ACQUISITION CO. HEALTHCARE RECOVERY ACQUISITION CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
COMPANY HEALTHCARE RECOVERY INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SHAREHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO SECOND AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGER]
-3-