TriZetto Plans Adjournment of Special Meeting
June 30 2008 - 6:30AM
Business Wire
The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that the
special meeting of stockholders scheduled for June 30, 2008 will be
convened as scheduled, but TriZetto plans to adjourn the meeting
until an expected date in mid-July. TriZetto will issue a press
release announcing the specific meeting date and time. The special
meeting has been called to vote on the proposed merger pursuant to
which TriZetto will become a wholly-owned subsidiary of TZ
Holdings, L.P., an entity that is majority-owned by Apax Partners
L.P. As previously disclosed, following the announcement of the
proposed merger with TZ Merger Sub, Inc., a wholly-owned subsidiary
of TZ Holdings, various complaints were filed seeking to enjoin the
proposed merger. On June 27, 2008, the Delaware Court of Chancery
issued a memorandum opinion and order granting in part and denying
in part the plaintiff's motion for a preliminary injunction
enjoining the proposed merger. While the Court rejected most of
plaintiff's arguments in support of the motion for preliminary
injunction, finding that the process leading up to the proposed
merger was fair, comprehensive and reasonable and that plaintiff
failed to demonstrate a probability of success on most of its
disclosure claims, the Court preliminarily enjoined TriZetto from
conducting or allowing any vote by its stockholders to approve the
proposed merger until TriZetto makes additional disclosures in its
proxy materials regarding the potential financial benefits of the
merger to UBS Securities LLC, TriZetto's financial advisor, based
on its previously disclosed interest in certain convertible notes
issued by TriZetto and related bond hedge and warrant transactions
entered into with TriZetto in 2007. As a result, the special
meeting will be adjourned until an expected date in mid-July in
order to give TriZetto stockholders an opportunity to evaluate the
proposed merger in light of the additional disclosure. As of
Friday, June 27, 2008, stockholders representing 32.5 million
shares, or 99.9% of shares voted and 75.3% of shares outstanding,
have voted FOR the proposal to approve and adopt the agreement and
plan of merger previously agreed to among TZ Holdings, TZ Merger
Sub and TriZetto. 43 thousand shares, or 0.1% of shares
outstanding, have voted AGAINST and 7 thousand shares ABSTAINED
from voting on the proposal. However, as this is a preliminary
vote, the above-referenced numbers are subject to change. The
TriZetto Board remains committed to obtaining the best possible
outcome for all of its stockholders and continues to recommend that
all of the TriZetto stockholders vote FOR the approval and adoption
of the proposed merger with TZ Merger Sub. Important Information
The TriZetto Group filed a definitive proxy statement in connection
with its 2008 Special Meeting of Stockholders with the Securities
and Exchange Commission (SEC) on May 27, 2008. TriZetto
stockholders are urged to read the proxy statement carefully as it
contains important information regarding this vote. Proxy
statements were mailed to stockholders on May 30, 2008. The proxy
statement and other relevant documents filed with the SEC are also
available at no cost on the SEC�s website at www.sec.gov, as well
as TriZetto�s website at www.trizetto.com. Hardcopies may also be
obtained free of charge from TriZetto by contacting Brad Samson,
vice president investor relations at 949-719-2220. Stockholders may
also contact Morrow & Co. with questions or requests for
additional copies of the proxy materials by calling toll-free
800-607-0088, or by e-mail at TriZetto.info@morrowco.com. TriZetto,
and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from TriZetto�s
stockholders with respect to the transactions contemplated by the
definitive merger agreement among TZ Holdings, TZ Merger Sub and
TriZetto. Information regarding TriZetto�s directors and executive
officers is contained in TriZetto�s definitive proxy statement
filed on May 27, 2008. About TriZetto TriZetto is Powering
Integrated Healthcare Management�. With its technology touching
nearly half of the U.S. insured population, TriZetto is uniquely
positioned to drive the convergence of health benefit
administration, care management and constituent engagement. The
company provides premier information technology solutions that
enable payers and other constituents in the healthcare supply chain
to improve the coordination of benefits and care for healthcare
consumers. Healthcare payers include national and regional health
insurance plans, and benefits administrators that provide
transaction services to self-insured employer groups. The company�s
payer-focused information technology offerings include enterprise
and component software, hosting and business process outsourcing
services, and consulting. Headquartered in Newport Beach, Calif.,
TriZetto can be reached at 949-719-2200 or at www.trizetto.com.
Important Notice Regarding Forward-Looking Statements This press
release contains forward-looking statements that involve risks and
uncertainties. The forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may include
statements about future revenue, profits, cash flows and financial
results, the market for TriZetto�s services, future service
offerings, change of control, industry trends, client and partner
relationships, TriZetto�s operational capabilities, future
financial structure, uses of cash, anticipated dilution or
accretion of acquisitions or proposed transactions. Actual results
may differ materially from those stated in any forward-looking
statements based on a number of factors, including the ability of
TriZetto to successfully integrate the businesses of TriZetto and
its acquisitions or partners; the contributions of acquisitions to
TriZetto�s operating results; the effectiveness of TriZetto�s
implementation of its business plan, the market�s acceptance of
TriZetto�s new and existing products and services, the timing of
new bookings, risks associated with management of growth, reliance
on third parties to supply key components of TriZetto�s services,
attraction and retention of employees, variability of quarterly
operating results, competitive factors, other risks associated with
acquisitions, changes in demand for third party products or
solutions which form the basis of TriZetto�s service and product
offerings, financial stability of TriZetto�s customers, the ability
of TriZetto to meet its contractual obligations to customers,
including service level and disaster recovery commitments, changes
in government laws and regulations; risks associated with rapidly
changing technology; and the risk that TriZetto�s proposed
acquisition by Apax Partners is not consummated; as well as the
other risks identified in TriZetto�s SEC filings, including, but
not limited to, its annual report on Form 10-K and quarterly
reports on Form 10-Q, copies of which may be obtained by contacting
TriZetto�s Investor Relations department at 949-719-2225 or at
TriZetto�s web site at www.trizetto.com. All information in this
release is as of June�30, 2008 unless otherwise noted. TriZetto
undertakes no duty to update any forward-looking statement to
conform the statement to actual results or changes in the company�s
expectations.
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