SXC Health Solutions Corp. Commences Exchange Offer for Shares of National Medical Health Card Systems, Inc.
March 31 2008 - 7:00AM
PR Newswire (US)
NMHC's Board Has Unanimously Recommended that NMHC's Stockholders
Accept SXC's Offer LISLE, Ill. and PORT WASHINGTON, N.Y., March 31
/PRNewswire-FirstCall/ -- SXC Health Solutions Corp. ("SXC")
(Nasdaq: SXCI; TSX: SXC) and National Medical Health Card Systems,
Inc. ("NMHC") (NASDAQ:NMHC) jointly announced today that, pursuant
to their previously announced merger agreement, SXC is commencing
today an exchange offer for all of the outstanding shares of NMHC
common stock. Subject to the terms and conditions of the offer,
NMHC stockholders will receive (i) 0.217 of a common share of SXC
and (ii) $7.70 in cash for each share of NMHC common stock
tendered. The exchange offer, if consummated, will be followed by a
merger for the same consideration to NMHC stockholders as offered
in the exchange offer. The exchange offer is scheduled to expire at
10 a.m., New York City time, on Tuesday, April 29, 2008, unless the
offer is extended subject to applicable law and the terms of the
merger agreement. The terms and conditions of the offer are
described in the offer documents mailed to NMHC stockholders and
filed with the U.S. Securities and Exchange Commission (the "SEC").
Consummation of the transaction is subject to the condition that
there be validly tendered, and not withdrawn, at least 9,600,000
shares of NMHC common stock, receipt of certain regulatory
approvals and certain other conditions and termination provisions.
The Board of Directors of NMHC has unanimously recommended that
NMHC stockholders tender their shares of NMHC common stock in the
offer. A more detailed description of this recommendation can be
found in the Solicitation/Recommendation Statement on Schedule
14D-9 that NMHC filed with the SEC today, March 31, 2008.
Concurrently with the execution of the merger agreement, SXC
entered into stockholder agreements with NMHC and each of New
Mountain Partners L.P. and New Mountain Affiliated Investors L.P.
(collectively, "New Mountain"). In connection with the stockholder
agreements, New Mountain agreed to tender all of its shares of NMHC
stock within five business days of the commencement of the exchange
offer. As of March 31, 2008, New Mountain owned 6,956,522 shares of
NMHC convertible preferred stock, which represents approximately
54% of the issued and outstanding shares of NMHC common stock (on a
converted basis. NMHC stockholders are urged to read carefully the
offer documents and NMHC's Solicitation/Recommendation Statement.
Copies of these documents may be obtained at no charge from the
website maintained by the SEC at http://www.sec.gov/. Copies of the
offer documents may also be obtained at no charge from Kingsdale
Shareholder Services, Inc., the Information Agent for the offer,
toll-free at 1-866-851-3215. About SXC SXC is a leading provider of
pharmacy benefits management ("PBM") services and healthcare IT
solutions to the healthcare benefits management industry. SXC's
product offerings and solutions combine a wide range of software
applications, application service provider (ASP) processing
services and professional services, designed for many of the
largest organizations in the pharmaceutical supply chain, such as
Federal, provincial, and, state and local governments, pharmacy
benefit managers, managed care organizations, retail pharmacy
chains and other healthcare intermediaries. SXC is based in Lisle,
Illinois with locations in; Scottsdale, Arizona; Warminster,
Pennsylvania; Alpharetta, Georgia; Milton, Ontario and Victoria,
British Columbia. For more information please visit
http://www.sxc.com/. About NMHC NMHC provides PBM services in the
United States. Its PBM services include electronic point-of-sale
pharmacy claims management, retail pharmacy network management,
mail service pharmacy claims management, specialty pharmacy claims
management, Medicare Part D services, benefit design consultation,
preferred drug management programs, drug review and analysis,
consulting services, data access, and reporting and information
analysis. It also owns and operates a mail service pharmacy and a
specialty pharmacy. NMHC markets its services through direct sales
force, brokers, and consultants. It serves managed care
organizations, local governments, unions, corporations, health
maintenance organizations, employers, workers' compensation plans,
third party health care plan administrators, and federal and state
government programs through its network of licensed pharmacies.
NMHC was founded in 1981 and is headquartered in Port Washington,
New York. Additional Information A registration statement relating
to the SXC common shares being offered is being filed today with
the SEC but has not yet become effective. Such securities may not
be sold, nor may offers to buy be accepted, prior to the time the
registration statement becomes effective. SXC is also filing today
with the SEC a Schedule TO with respect to the exchange offer. NMHC
is also filing today with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the exchange offer.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The offer may only be made pursuant to the Prospectus and the
accompanying Letter of Transmittal, which are included in the offer
materials. SXC and NMHC are mailing today the Prospectus and
related exchange offer materials, as well as the Schedule 14D-9, to
NMHC stockholders. NMHC STOCKHOLDERS ARE URGED TO CAREFULLY READ
THESE DOCUMENTS AND THE OTHER DOCUMENTS RELATING TO THE EXCHANGE
OFFER BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION
RELATING TO THE OFFER. You may obtain a free copy of these
documents, and other annual, quarterly and special reports, proxy
statements and other information filed with the SEC by SXC or NMHC,
at the SEC's website at http://www.sec.gov/. A free copy of the
exchange offer materials may also be obtained from SXC, NMHC or
Kingsdale Shareholder Services, Inc., the Information Agent for the
exchange offer, toll-free at 1-866-851-3215. Forward-looking
Statements This communication contains forward-looking statements.
Forward-looking statements may be identified by words such as
"believes", "expects", "anticipates", "estimates", "projects",
"intends", "should", "seeks", "future", continue", or the negative
of such terms, or other comparable terminology. Forward-looking
statements are subject to risks, uncertainties, assumptions and
other factors that are difficult to predict and that could cause
actual results to vary materially from those expressed in or
indicated by them. Factors that could cause actual results to
differ materially include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (2) the
outcome of any legal proceedings that have been or may be
instituted against NMHC or SXC and others following announcement of
the merger agreement; (3) the inability to complete the offer or
the merger due to the failure to satisfy the conditions to the
offer and the merger, including SXC's receipt of financing, the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the receipt of
other required regulatory approvals; (4) risks that the proposed
transaction disrupts current plans and operations and potential
difficulties in employee retention as a result of the offer or the
merger; (5) the ability to recognize the benefits of the merger;
(6) the actual terms of the financing obtained in connection with
the offer and the merger; (7) legislative, regulatory and economic
developments; and (8) other factors described in filings with the
SEC. Many of the factors that will determine the outcome of the
subject matter of this communication are beyond NMHC's and SXC's
ability to control or predict. The companies can give no assurance
that any of the transactions related to the offer will be completed
or that the conditions to the offer and the merger will be
satisfied. The companies undertake no obligation to revise or
update any forward-looking statement, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise. The companies are not responsible for
updating the information contained in this communication beyond the
published date, or for changes made to this communication by wire
services or Internet service providers. For more information,
please contact: Jeff Park Chief Financial Officer SXC Health
Solutions Corp. Tel: (630) 577-3206 Dave Mason SXC Investor
Relations - CDN The Equicom Group Inc. (416) 815-0700 ext. 237
Susan Noonan SXC Investor Relations - U.S. The SAN Group, LLC (212)
966-3650 Stuart Diamond CFO NMHC (516) 605-6640 DATASOURCE: SXC
Health Solutions Corp.; National Medical Health Card Systems
CONTACT: Jeff Park, Chief Financial Officer of SXC Health Solutions
Corp., +1-630-577-3206, ; Dave Mason of The Equicom Group Inc. for
SXC Investor Relations - CDN, +1-416-815-0700, ext. 237, ; Susan
Noonan of The SAN Group, LLC for SXC Investor Relations - U.S.,
+1-212-966-3650, ; or Stuart Diamond, CFO of NMHC, +1-516-605-6640,
Web site: http://www.sxc.com/
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