LISLE, IL, Aug. 3, 2011 /PRNewswire/ – SXC Health Solutions Corp. (“SXC”)
(NASDAQ: SXCI) (TSX: SXC) announced today that it has entered into a
definitive agreement to acquire PTRx, Inc. (“PTRx”), a full-service
PBM, and SaveDirectRx, Inc. (“SaveDirectRx”), its exclusive mail-order
pharmacy provider, both based in San Antonio. The purchase price of $77
million in cash is to be paid from SXC’s existing cash balance, subject
to certain customary post-closing adjustments, with an additional $4.5
million subject to the achievement of certain performance targets
through 2012.

“We are pleased to welcome PTRx, SaveDirectRx, and their employees into
the SXC fold,” said Mark Thierer, Chairman and CEO of SXC. “PTRx has
been a client and a partner since 2006, initially as an HCIT client and
later the relationship expanded to include PBM services. This
transaction is in keeping with our strategy to acquire assets that
currently utilize SXC’s technology platform and can be easily
integrated. The transaction will allow us to leverage our existing
partnership, the PTRx book-of-business, the SaveDirectRx mail volume,
and the combined entity’s ability to drive mail penetration to
contribute to the organic growth of the SXC business.”

“PTRx has had a long term, collaborative relationship with SXC and
coming together is a natural fit for both of us. The strength of our
relationship, combined with the resources that SXC brings to the table,
will bring additional opportunities for PTRx and SaveDirectRx clients,”
said Greg Webb, Chief Executive Officer of both PTRx and SaveDirectRx.

These acquisitions are subject to various closing conditions and are
expected to be completed in the fourth quarter of 2011. Combined, PTRx
and SaveDirectRx manage approximately $90 million in annual drug spend
and are expected to generate approximately $10 million in EBITDA in
2011. SXC expects to realize an additional $5 million in annualized
cost synergies, including tax benefits from the acquisition, within 12
months after the closing of the transaction. The acquisition is
expected to be $0.10 to $0.14 accretive to SXC’s adjusted earnings per
share (“EPS”) in 2012, which includes transaction costs but excludes
deal amortization currently expected to be approximately $5-6 million
(or $0.05 to $0.06 per share) in the first year.

About PTRx, Inc. and SaveDirectRx, Inc.
PTRx is a full-service pharmacy benefit manager with proven success
driving down pharmacy costs for clients and members. PTRx has a
sophisticated, data-driven approach to designing, implementing, and
managing prescription drug plans. Utilizing a benefit plan designed to
drive cost savings, PTRx has become a valuable partner to employers and
third-party administrators (TPA). PTRx employs SaveDirectRx’s
mail-order capabilities to drive cost savings by optimizing the most
cost-efficient drug delivery channel. SaveDirectRx is a fully licensed
mail-order pharmacy with a concentration in the southern United
States. Both PTRx and SaveDirectRx are based in San Antonio, Texas.
For more information, please visit www.ptrx.com and www.savedirectrx.com.

About SXC Health Solutions Corp.
SXC Health Solutions Corp. is a leading provider of pharmacy benefits
management (PBM) services and Health Care Information Technology (HCIT)
solutions to the healthcare benefits management industry. SXC’s
product offerings and solutions combine a wide range of PBM services
and 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
health plans, employers, Federal, provincial, and, state and local
governments, pharmacy benefit managers, retail pharmacy chains and
other healthcare intermediaries. SXC is headquartered in Lisle,
Illinois with multiple locations in the US and Canada. For more
information, please visit www.sxc.com.

Non-GAAP Financial Measures
SXC reports its financial results in accordance with generally accepted
accounting principles in the United States (“GAAP”). SXC’s management
also evaluates and makes operating decisions using various other
measures. Two such measures are adjusted earnings per share (“EPS”) and
earnings before interest, taxes, depreciation and amortization
(“EBITDA”), which are both non-GAAP financial measures. SXC’s
management believes that these two measures provide useful supplemental
information regarding the performance of SXC’s business operations.

Adjusted EPS adds back the impact of all amortization expense, net of
tax. Acquisition-related amortization expense is a non-cash expense
arising from the acquisition of intangible assets in connection with
the acquisition. SXC excludes acquisition-related amortization expense
from non-GAAP adjusted EPS because it believes (i) the amount of such
expenses in any specific period may not directly correlate to the
underlying performance of SXC’s business operations and (ii) such
expenses can vary significantly between periods as a result of new
acquisitions and full amortization of previously acquired intangible
assets. Investors should note that the use of these intangible assets
contributes to revenue in the period presented as well as future
periods and should also note that such expenses will recur in future
periods. The 2012 full year guidance of adjusted EPS was computed by
taking the estimated GAAP EPS impact and adding back the expected
impact of certain acquisition-related amortization expenses, net of
tax. SXC’s management believes that adjusted EPS provides useful
supplemental information regarding the performance of SXC’s business
operations and facilitates comparisons to its historical operating
results. SXC’s management also uses this information internally for
forecasting and budgeting as it believes that the measures are
indicative of SXC’s core operating results. Note however, that these
items are performance measures only, and do not provide any measure of
SXC’s cash flow or liquidity. Non-GAAP financial measures should not
be considered as a substitute for measures of financial performance in
accordance with GAAP.

EBITDA is a non-GAAP measure that management believes is a useful
supplemental measure of operating performance prior to net interest
income (expense), income taxes, depreciation, amortization and
stock-based compensation expenses. Management believes it is useful
to exclude depreciation, amortization and net interest income (expense)
as these are essentially fixed amounts that cannot be influenced by
management in the short term.

Adjusted EPS and EBITDA do not have standardized meanings prescribed by
GAAP. The Company’s method of calculating these items may differ from
the methods used by other companies and, accordingly, may not be
comparable to similarly titled measures used by other companies.

Forward-Looking Statements
Certain statements included herein, including those that express
management’s expectations or estimates of our future performance,
constitute “forward-looking statements” within the meaning of
applicable securities laws. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while considered
reasonable by management at this time, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. We caution that such forward-looking statements involve
known and unknown risks, uncertainties and other risks that may cause
our actual financial results, performance, or achievements to be
materially different from our estimated future results, performance or
achievements expressed or implied by those forward-looking statements.
Numerous factors could cause actual results to differ materially from
those in the forward-looking statements, including without limitation,
our ability to complete the acquisition of PTRx and SaveDirectRx; our
ability to achieve increased market acceptance for our product
offerings and penetrate new markets; consolidation in the healthcare
industry; the existence of undetected errors or similar problems in our
software products; our ability to identify and complete acquisitions,
manage our growth, integrate acquisitions and achieve expected cost
synergies from acquisitions; our ability to compete successfully;
potential liability for the use of incorrect or incomplete data; the
length of the sales cycle for our healthcare software solutions;
interruption of our operations due to outside sources; our dependence
on, and ability to retain, key customers; maintaining our intellectual
property rights and litigation involving intellectual property rights;
our ability to obtain, use or successfully integrate third-party
licensed technology; compliance with existing laws, regulations and
industry initiatives and future change in laws or regulations in the
healthcare industry; breach of our security by third parties; our
dependence on the expertise of our key personnel; our access to
sufficient capital to fund our future requirements; and potential
write-offs of goodwill or other intangible assets. This list is not
exhaustive of the factors that may affect any of our forward-looking
statements. Other factors that should be considered are discussed from
time to time in SXC’s filings with the U.S. Securities and Exchange
Commission, including the risks and uncertainties discussed under the
captions “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our 2010 Annual
Report on Form 10-K and subsequent Form 10-Qs, which are available at
www.sec.gov. Investors are cautioned not to put undue reliance on
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to SXC or persons acting on our
behalf are expressly qualified in their entirety by this notice. We
disclaim any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information,
future events or otherwise.

SOURCE SXC Health Solutions Corp.