TriZetto Announces Proposed Settlement of Litigation
July 09 2008 - 4:05PM
Business Wire
The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that it has
entered into a memorandum of understanding regarding a proposed
settlement with the plaintiffs in the class action lawsuits pending
against it in the Delaware Court of Chancery related to 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 part of the proposed
settlement, TriZetto has agreed to provide additional explanation
to its stockholders regarding the reason TriZetto�s board of
directors directed UBS Securities LLC, TriZetto�s financial
advisor, to utilize the projections disclosed in TriZetto�s proxy
statement for purposes of its analysis in connection with its
opinion issued to TriZetto�s board of directors on April 10, 2008.
TriZetto has also agreed to provide additional explanation
regarding the board of directors� reasons for selecting the
potential bidders in the process leading up to the sale of the
company that were invited to continue to participate in the second
round of the process. These explanations to TriZetto�s stockholders
were included in a Current Report on Form 8-K filed with the
Securities and Exchange Commission today. In addition, as part of
the proposed settlement, certain of TriZetto�s executive officers
have agreed to vote their TriZetto stock in the aggregate in the
same proportion as the vote cast by the other stockholders voting
at the special meeting of TriZetto�s stockholders to approve the
proposed merger. If approved by the court, the settlement will
provide releases to all defendants of any claims arising from the
process leading to the proposed merger, any of the transactions
contemplated by the related agreement and plan of merger, and any
disclosures made in connection with TriZetto�s proxy statement and
definitive additional proxy material distributed to its
stockholders in connection with the vote of TriZetto�s stockholders
to approve the proposed merger. If approved by the court, the
settlement will also result in the dismissal with prejudice of the
class action lawsuits filed in the Delaware Court of Chancery and
the Superior Court of the State of California related to the
proposed merger. As previously announced, the special meeting of
stockholders called to vote on the merger was convened as scheduled
on June 30, 2008, but, as a result of an injunction issued in the
class action litigation, was adjourned until July 14, 2008 at 10:00
a.m., local time at The Island Hotel Newport Beach, 690 Newport
Center Drive, Newport Beach, California 92660. The injunction
issued in the class action litigation was vacated by the Delaware
Court of Chancery on July 2, 2008. 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 also filed
definitive additional material with the SEC on July 2, 2008.
TriZetto stockholders are urged to read the proxy statement and the
definitive additional material filed by TriZetto carefully as they
contain important information regarding this vote. Proxy statements
were mailed to stockholders on May 30, 2008. The definitive
additional material was mailed to stockholders on July 3, 2008. The
proxy statement, definitive additional material 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, L.P., TZ Merger Sub, Inc. 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 the
current litigation pending in connection with the proposed merger,
the stockholder vote to approve the proposed merger, 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 TriZetto�s ability to satisfy the closing
conditions to the proposed merger (including the receipt of
stockholder approval of the proposed merger), the ability of
TriZetto to settle the current litigation pending in connection
with the proposed merger, its ability 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 July�9,
2008. 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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