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Torex PLC, the developer and supplier of computer based management systems for health and retail applications, is pleased to announce the major expansion of its Health division. Torex has agreed to acquire, subject to shareholder approval, the entire issued share capital of Shared Medical Systems Limited ("SMS UK"), SMS Ireland Limited ("SMS Ireland") and SMS Cendata Nederland BV ("SMS Holland") for a total consideration of US $15.9 million. The SMS businesses being acquired had a combined turnover for the year ended 30 November 1999 of £32.2 million with profit before taxation, redundancy costs and non-recurring inter-company charges of £675,000.

The SMS UK, Irish and Dutch businesses being acquired comprise all the trading activities of Shared Medical Systems Corporation ("SMS Corp.") in those countries. SMS Corp. is one of the largest providers of healthcare management information systems in the world. SMS Corp. is listed on the New York Stock Exchange and has annual revenues of some US $1200 million.

As part of the acquisitions, Torex will obtain the rights to develop and market in the UK, Holland, and Ireland, the main software products, which are owned by SMS Corp. and are currently used by the companies being acquired.

Looking forward, Torex will work in partnership with SMS Corp. to identify and develop new products for the UK, Irish and Dutch healthcare markets. Torex will enter into a three-year agreement which gives the Company exclusive distribution rights to SMS products in the UK, Ireland and Holland.

SMS UK is a leading supplier of Hospital Information Systems ("HIS") in the UK, with systems installed at some 64 hospital trusts. Based on the SMS Corp. European product, Clinicom, the SMS UK development team has customised the product to meet the specific needs of UK hospitals and Health Authorities. Reflecting current market requirements, SMS UK products principally provide administrative functionality such as patient admission, bed management, waiting lists, appointments, accident and emergency patient management, test ordering and results recording. In addition, SMS UK operates a data centre which provides hospitals and health authorities with payroll and patient administration outsourcing services.

SMS UK achieved turnover of £22.8 million in the year ended 30 November 1999 with profit before taxation, redundancy costs and non-recurring inter-company charges of £750,000. The net assets of the company at 30 November 1999 were £2.4 million. SMS UK has some 260 employees based in the Basingstoke head office, the Manchester data centre and the four sales and service centres throughout the UK.

Operating as two distinct businesses, SMS Holland is based near Utrecht, Holland. SMS Holland is believed to be the Dutch market leader in the supply of computer systems to GPs, with some 5000 GP customer sites and an estimated 50% market share. SMS Holland also supplies HIS to some 20 hospitals throughout Holland. As in the UK, SMS Holland's HIS offering has been modified to meet local requirements. SMS Holland achieved turnover in the year ended 30 November 1999 of £7.9 million with a loss before taxation, redundancy costs and non-recurring inter-company charges of £210,000. The net assets of the company at 30 November 1999 were £675,000. SMS Holland has some 130 employees.

SMS Ireland operates a small HIS business serving some 15 hospitals from its base in Dublin. SMS Ireland achieved turnover in the year ended 30 November 1999 of £1.5 million, with profit before taxation and non-recurring inter-company company charges of £135,000. The net liabilities of the company at 30 November 1999 were £2.3 million. SMS Ireland has some 22 employees.

An Extraordinary General Meeting of Torex PLC will be held at Churchfields, Torex's registered Head Office, in Stonesfield, Witney, Oxfordshire, OX8 8PQ at 11.00 am on 12 May 2000, to approve the acquisition.

Christopher Moore, Chairman of Torex, commented: "I am extremely pleased with this deal for Torex. Strategically it completes our positioning in the primary and acute healthcare IT markets. This mirrors the NHS' Information for Health strategy which is supported by a £1 billion budget for the improvement of IT in the Health Service. Financially the deal provides an opportunity to significantly enhance earnings in 2000 and beyond. "The acquisition of SMS UK makes our Health division one of the largest suppliers of IT systems to the NHS. SMS UK's leading presence in hospital systems combined with our own strong existing position in the UK GP market gives us a major opportunity to integrate solutions across the wider aspects of the Health Service. With the increasing budgets for healthcare IT, as part of the Government's drive for modernisation, Torex Health is now extremely well positioned for future growth. "Acquiring SMS Holland establishes Torex as the market leader for GP systems in Holland. This provides us with a very strong base from which to leverage our UK market leading GP products into Europe. I am also very pleased that we have been able to demonstrate a controlled approach to our first step outside the UK."