SXC Health Solutions shareholders approve share issuance in merger with Catalyst Health Solutions

SXC Health Solutions shareholders approve share issuance in merger with Catalyst Health Solutions

PR Newswire

LISLE, IL, July 2, 2012 /PRNewswire/ – At a special meeting of shareholders of
SXC Health Solutions Corp. (NASDAQ: SXCI, TSX: SXC) held this morning,
SXC shareholders voted in favor of a proposal to approve the issuance
of SXC common shares to stockholders of Catalyst Health Solutions, Inc.
(Catalyst), pursuant to the previously announced merger agreement among
SXC, two wholly-owned subsidiaries of SXC and Catalyst.

Over 99% of the SXC common shares represented in person or by proxy at
the SXC special meeting, representing approximately 80% of the total
number of SXC common shares issued and outstanding as of the record
date, voted in favor of the issuance of SXC common shares to Catalyst
stockholders. At a special meeting of Catalyst stockholders, also held
earlier in the day, over 99% of the Catalyst shares represented in
person or by proxy at the special meeting, representing approximately
88% of the total number of shares of Catalyst common stock issued and
outstanding as of the record date, voted in favor of the proposal to
adopt the merger agreement.

Under the terms of the merger agreement previously announced on April
18, 2012
, Catalyst stockholders will receive $28.00 in cash without
interest and 0.6606 of a SXC common share for each Catalyst share they
own upon closing of the transaction. SXC and Catalyst expect the
merger to be completed after the close of today’s trading session.

About SXC

Ranked number one on the 2011 Fortune 100 List of Fastest Growing Companies, 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 and other healthcare intermediaries. SXC is
headquartered in Lisle, Ill., with multiple locations in the U.S. and
Canada. For more information please visit www.sxc.com.

Forward-Looking Statements

Certain statements included in this communication 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 when made, are inherently subject to significant
business, economic and competitive uncertainties and contingencies. SXC
cautions that such forward-looking statements involve known and unknown
risks, uncertainties and other risks that may cause SXC’s actual
financial results, performance, or achievements to be materially
different from SXC’s 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,
SXC’s ability to achieve increased market acceptance for SXC’s product
offerings and penetrate new markets; consolidation in the healthcare
industry; the existence of undetected errors or similar problems in
SXC’s software products; SXC’s ability to identify and complete
acquisitions, manage SXC’s growth and integrate acquisitions; SXC’s
ability to compete successfully; potential liability for the use of
incorrect or incomplete data; the length of the sales cycle for SXC’s
healthcare software solutions; interruption of SXC’s operations due to
outside sources; SXC’s dependence on key customers; maintaining SXC’s
intellectual property rights and litigation involving intellectual
property rights; SXC’s 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 SXC’s security by
third parties; SXC’s dependence on the expertise of SXC’s key
personnel; SXC’s access to sufficient capital to fund SXC’s 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 SXC’s forward-looking statements. Other factors that should be
considered are discussed from time to time in SXC’s filings with the
SEC, 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 SXC’s 2011 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
SXC’s behalf are expressly qualified in their entirety by this
cautionary statement. SXC disclaims any intent or obligation to update
publicly these forward-looking statements, whether as a result of new
information, future events or otherwise.

Certain of the assumptions made in preparing forward-looking information
and management’s expectations include: maintenance of SXC’s existing
customers and contracts, SXC’s ability to market SXC’s products
successfully to anticipated customers, the impact of increasing
competition, the growth of prescription drug utilization rates at
predicted levels, the retention of SXC’s key personnel, SXC’s customers
continuing to process transactions at historical levels, that SXC’s
systems will not be interrupted for any significant period of time,
that SXC’s products will perform free of major errors, SXC’s ability to
obtain financing on acceptable terms and that there will be no
significant changes in the regulation of SXC’s business.

Catalyst Transaction Forward-Looking Statements

In addition, numerous factors could cause actual results with respect to
the proposed Catalyst transaction to differ materially from those in
the forward-looking statements, including without limitation, the
possibility that the expected efficiencies and cost savings from the
proposed transaction will not be realized, or will not be realized
within the expected time period; the risk that the SXC and Catalyst
businesses will not be integrated successfully; the ability to obtain
governmental approvals of the proposed transaction on the proposed
terms and schedule contemplated by the parties; disruption from the
proposed transaction making it more difficult to maintain business and
operational relationships; the risk of customer attrition; the
possibility that the proposed transaction does not close, including,
but not limited to, due to the failure to satisfy the closing
conditions; and the ability to obtain the financing contemplated to
fund a portion of the consideration to be paid in the proposed
transaction and the terms of such financing. Other factors that may
affect any of SXC’s forward-looking statements that should be
considered are set forth in Exhibit 99.1 to SXC’s Current Report on
Form 8-K filed with the SEC on May 9, 2012.

SOURCE SXC Health Solutions Corp.

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