Filed by SXC Health Solutions Corp.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-2(b) under
the Securities Exchange Act of 1934, as amended
Subject
Company: National Medical Health Card Systems, Inc.
Commission File No. 000-26749
THE FOLLOWING IS A NEWS RELEASE ISSUED BY SXC HEALTH SOLUTIONS CORP. AND NATIONAL MEDICAL
HEALTH SYSTEMS, INC. ON FEBRUARY 26, 2008.
SXC
HEALTH SOLUTIONS CORP. TO ACQUIRE NATIONAL
MEDICAL HEALTH CARD SYSTEMS, INC.
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Compelling strategic fit with highly complementary businesses
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Transaction creates leader in Pharmacy Spend Management
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$12-14 million of expected annual synergies identified
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Transaction expected to be accretive to earnings per share in 2009
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LISLE, IL, and PORT WASHINGTON, NY, February 26, 2008
- SXC Health Solutions Corp. (SXC or
the Company) (NASDAQ: SXCI, TSX: SXC) and National Medical Health Card Systems, Inc. (NMHC)
(NASDAQ: NMHC) today announced that the two companies have entered into a definitive agreement for
SXC to acquire NMHC pursuant to an exchange offer. The purchase price will be funded with a
combination of 70% cash and 30% SXC stock, resulting in a transaction value of approximately $143
million, or an estimated $11.00 per share of NMHC using the 20-day average closing price of SXC
stock to value the share portion of the consideration. This represents a 13% premium to the 20-day
average closing price of NMHC common stock. The boards of directors of both companies have
unanimously approved the transaction, with NMHCs majority shareholders representing approximately
55% of the total NMHC common shares outstanding on an as-converted basis having agreed to tender
shares into the offer pursuant to the terms of a stockholder agreement.
The acquisition is expected to close in the second quarter of 2008, and is subject to various
closing conditions, including a requisite number of NMHC common shares being tendered into the
offer, SXC obtaining financing pursuant to a commitment letter with GE Healthcare Financial
Services and regulatory approvals. SXC expects to begin to realize synergies in the first year,
while continuing to invest in the migration of NMHCs claims processing systems to the SXC
platform. Excluding special items and including anticipated synergies, SXC expects the acquisition
to be dilutive to SXCs EPS in fiscal 2008 and accretive thereafter.
The acquisition of NMHC is an essential step in our strategic evolution towards leadership in
Pharmacy Spend Management and will create value for the companies customers, employees, and
shareholders, said Gordon S. Glenn, SXCs Chairman and CEO. NMHCs base of 300 customers and 2.3
million lives under management, coupled with its established mail-order and specialty pharmacy
operations, expands the capabilities of our full-service PBM offering and is complementary to our
traditional software license and ASP business, said Gordon S. Glenn, SXCs Chairman and CEO. In
addition, NMHC has valuable relationships with industry consultants and provides us with a customer
base that has critical mass with third-party administrators, managed Medicaid, state governments
and Taft-Hartley organizations. This transaction helps us achieve our goal of providing a broad
customer base with a comprehensive suite of technology and benefits-management services under a
flexible and transparent pricing model.
Mr. Glenn continued, SXC has a truly unique business model, offering our clients a pathway for
control of their pharmacy benefits program based upon their individual needs. We continue to
invest aggressively in our core license and ASP processing offerings, and now with the acquisition
of NMHC, we have greatly enhanced the capabilities of our
informedRx
full service PBM offering.
We are the only company in the PBM space to offer customers such a broad portfolio of solutions.
After closing, SXCs competitive position will center on an innovative mix of market expertise,
information technology, clinical capability, scale of operations and mail order and specialty
pharmacy offerings. The combined company will be uniquely positioned to service a wide variety
of healthcare payor organizations including health plans, Medicare, managed and fee-for-service
state Medicaid plans, long-term care facilities, unions, third-party administrators (TPAs) and
self-insured employers. The combined company also is also expected to benefit from cost synergies
and enhanced opportunities for revenue growth and increased profitability.
We believe that our strengths in providing a full-service suite of PBM offerings will blend well
with SXCs leadership in PBM information technology, said Tom Erickson, NMHCs Chairman and
interim CEO. We are looking forward to partnering with SXC to leverage their technical and market
expertise to continue to strengthen and grow our own business. SXC is an emerging leader in the PBM
industry with a strong financial foundation. We believe that our employees and shareholders will
be pleased with the new opportunities the combined company offers.
We are also excited about the opportunity this combination offers us to better serve our
customers, Mr. Erickson continued. The combination enhances our capabilities with advanced
technology, new clinical programs, an expanded customer service organization, and increased
financial flexibility. Furthermore, leveraging SXCs technology will enable us to provide our
customers with better execution, more sophisticated reporting, and expanded capabilities in areas
such as Medicare Part D. We also believe our strong PBM skill set and culture will merge well with
SXCs
informedRx
offering, helping us move forward with SXC to offer a compelling and
competitively differentiated market offering.
Terms of the Transaction
A subsidiary of SXC will commence an exchange offer for shares of NMHC common stock. Tendering
stockholders will receive $7.70 in cash and 0.217 shares of SXC common stock. If completed, the
exchange offer will be followed by a back-end merger for the same consideration as that offered in
the exchange offer. Under certain circumstances, SXC and NMHC have agreed that SXC will terminate
the exchange offer and will instead seek to consummate the acquisition of NMHC by a one-step merger
following the adoption of the merger agreement by NMHCs stockholders. The exchange ratio is
fixed, and will not fluctuate with changes in the market price of either stock, as such,
approximately 2.9 million shares of SXC common stock will be issued for the transaction to be
completed. SXC will finance a portion of the purchase price through a secured $48.0 million Term
Loan combined with a $10.0 million revolver from a syndicate led by GE Healthcare Financial
Services.
As a result of the transaction, the combined company expects to have approximately 24.0 million
basic shares outstanding after the acquisition is complete, composed of 21.0 million currently
outstanding shares of SXC common stock and 2.9 million shares of SXC common stock to be issued to
NMHC shareholders.
Financial Considerations
SXC has identified synergy opportunities in operating expenses, revenue and capital expenditures.
Expected synergy opportunities include approximately $6.0-8.0 million of cost savings and revenue
opportunities in the first 12 months post-closing. This is expected to increase to $12.0-14.0
million or more in year two. SXC believes revenue synergy opportunities exist in network and rebate
optimization, as well as in cross-sell opportunities with clinical programs, specialty pharmacy and
mail service pharmacy.
It is anticipated that the combined balance sheet will include unrestricted cash in excess of $24.0
million and long-term debt of approximately $48.0 million.
The combined company will be headquartered in Lisle, Illinois, under the leadership of Gordon S.
Glenn as Chairman and CEO. Mark Thierer of SXC will remain President and COO and Jeff Park, Senior
Vice President, CFO and Secretary of SXC will serve in the same capacity. The parent company will
continue to be SXC Health Solutions Corp. and NMHC will be treated as a wholly-owned subsidiary of
the U.S. company (SXC Health Solutions, Inc.) and renamed
informedRx
. Both SXC and NMHC currently
have approximately 440 employees.
Advisors
In connection with the transaction, Houlihan Lokey is acting as financial advisor to SXC,
Healthcare Growth Partners as strategic advisor and Sidley Austin LLP is legal counsel. JP Morgan
is advising NMHC and Bass, Berry & Sims PLC is legal counsel.
Conference Call and Additional Materials
SXC and NMHC will hold a live combined conference call and simultaneous audio webcast with
PowerPoint slides on Tuesday, February 26, 2008 at 8:30 a.m. ET to discuss this announcement. The
conference call can be accessed by dialing 800-591-7539, or 416-644-3427. The webcast can be
accessed through the investor section of SXCs website at
www.sxc.com
or at
www.newswire.ca. A telephone replay of the call will be available through March 4, 2008 and can be
accessed by calling 877-289-8525, or 416-640-1917, and entering the passcode 21263905; a replay of
the webcast will also be available at
www.sxc.com
The press release, PowerPoint slides, Fact Sheet, conference call replay and transcript, and Q&A,
will be available in the afternoon on Tuesday February 26, 2008 at www.sxc.com.
About NMHC
National Medical Health Card Systems, Inc. provides pharmacy benefit management (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. The company
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. The company was founded
in 1981 and is headquartered in Port Washington, New York.
About SXC Health Solutions Corp.
SXC Health Solutions Corp. (SXC) is a leading provider of pharmacy benefits management (PBM)
services and healthcare IT solutions to the healthcare benefits management industry. The Companys
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 www.sxc.com.
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For more information, please contact:
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Jeff Park
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Dave Mason
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Susan Noonan
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Stuart Diamond
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Chief Financial Officer
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SXC Investor Relations CDN
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SXC Investor Relations U.S.
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CFO
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SXC Health Solutions Corp.
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The Equicom Group Inc.
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The SAN Group, LLC
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NMHC
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Tel: (630) 577-3206
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(416) 815-0700 ext. 237
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(212) 966-3650
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(516) 605-6640
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investors@sxc.com
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dmason@equicomgroup.com
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susan@sanoonan.com
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sdiamond@nmhc.com
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Important Additional Information
This communication is neither an offer to purchase nor solicitation of an offer to sell securities.
The exchange offer (the Offer) has not yet commenced. SXC Health Solutions Corp. (SXC) and
Comet Merger Corporation intend to file a tender offer statement on Schedule TO and a Registration
Statement on Form S-4 (or F-4 as applicable) with the Securities and Exchange Commission (the
SEC) and National Medical Health Card Systems, Inc. (NMHC) intends to file a
solicitation/recommendation statement on Schedule 14D-9, with respect to the Offer. BEFORE MAKING
ANY DECISION WITH RESPECT TO THE OFFER, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders can obtain copies of these materials (and
all other offer documents filed with the SEC) when available, at no charge on the SECs website:
www.sec.gov. Copies can also be obtained at no charge by directing a request for such materials to
SXC Health Solutions Corp., 2441 Warrenville Road, Lisle, Illinois 60532-3246, Attention: SXC
Investor Relations or National Medical Health Card Systems, Inc., 26 Harbor Park Drive, Port
Washington, New York 11050, Attention: Investor Relations Department. Investors and security
holders may also read and copy any reports, statements and other information filed by SXC, Comet
Merger Corporation or National Medical Health Card Systems, Inc. with the SEC, at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
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
SXCs 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 NMHCs and SXCs 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.
THE FOLLOWING IS A POWERPOINT PRESENTATION THAT WAS POSTED ON THE SXC HEALTH SOLUTIONS CORP.
WEBSITE (WWW.SXC.COM) ON FEBRUARY 26, 2008 AND PRESENTED IN CONNECTION WITH A CONFERENCE CALL AND
SIMULTANEOUS AUDIO WEBCAST ON FEBRUARY 26, 2008.
SXC Acquisition of NMHC
Gordon Glenn, Chairman & CEO, SXC
Mark Thierer, President & COO, SXC
Jeff Park, SVP Finance & CFO, SXC
Tom Erickson, Chairman & CEO, NMHC
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This communication is neither an offer to purchase nor solicitation of an offer to sell
securities. The exchange offer (the "Offer") has not yet commenced. SXC Health Solutions
Corp. ("SXC") and Comet Merger Corporation intend to file a tender offer statement on
Schedule TO and a Registration Statement on Form S-4 (or F-4 as applicable) with the
Securities and Exchange Commission (the "SEC") and National Medical Health Card
Systems, Inc. ("NMHC") intends to file a solicitation/recommendation statement on
Schedule 14D-9, with respect to the Offer. BEFORE MAKING ANY DECISION WITH
RESPECT TO THE OFFER, INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders can obtain copies of these materials (and all other offer
documents filed with the SEC) when available, at no charge on the SEC's website:
www.sec.gov. Copies can also be obtained at no charge by directing a request for such
materials to SXC Health Solutions Corp., 2441 Warrenville Road, Lisle, Illinois 60532-3246,
Attention: SXC Investor Relations or National Medical Health Card Systems, Inc., 26
Harbor Park Drive, Port Washington, New York 11050, Attention: Investor Relations
Department. Investors and security holders may also read and copy any reports,
statements and other information filed by SXC, Comet Merger Corporation or National
Medical Health Card Systems, Inc. with the SEC, at the SEC public reference room at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public reference room.
Important Information
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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.
Forward-Looking Statements
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Acquisition Announcement
Unique mix of assets:
information technology
clinical capability
scale of operations
mail order
specialty pharmacy
Positioned to service a diversified mix of over 350 healthcare payors:
Health plans
Medicare
Managed and fee-for-service state Medicaid plans
Long-term care facilities
Unions
Third-party administrators (TPAs)
Self-insured employers
SXC and NMHC to create a strategic solution for
Pharmacy Spend Management
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Transaction Rationale
Introduces the strategic solution for Pharmacy Spend
Management across the healthcare continuum
Expands capabilities of full-service PBM
Complements traditional software license and ASP business
Increases scale of informedRx(tm) operations
Enhances customer diversification
Adds over two dozen valuable relationships with industry
consultants and brokers
Offers significant revenue and cost synergies
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Combined Company
Highly complementary capabilities combining SXC's PBM technology expertise and
NMHC's leadership in traditional PBM services
Maintains legacy software license and ASP processing businesses while enhancing
capabilities and competitiveness of PBM services group (informedRx) for
customers needing comprehensive or 'a la carte' solutions
NMHC's 2.3mm lives added to SXC's 1.5mm will drive economies of scale to
negotiate better deals from manufacturers and pharmacies
improves competitiveness and profitability for transparent offering
Combined company with more than $700mm in annual revenue*
Headquarters: Lisle, IL with offices in the US and Canada
SXC has 6 locations
NMHC has 8 locations
Approximately 880 employees
the strategic solution for Pharmacy Spend Management
*combined revenue total for the respective trailing twelve month reporting periods
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Leadership
Gordon S. Glenn, Chairman and CEO
Mark Thierer, President and COO
Jeff Park, SVP Finance and CFO
Greg Buscetto, SVP and General Manager, informedRx
All 8 board members from SXC
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SXC Strategy
The Strategic Solution for Pharmacy Spend Management(tm)
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Payor Market Services
SXC NMHC Combined
Technology Platform
Transaction Processing
a la carte PBM Services
Traditional PBM services
Clinical Management
Mail Order
Specialty
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Diversified Client Mix
SXC Client Mix NMHC Client Mix Combined Client Mix
Unions
Unions
PBM
Government
Government
LTC
Other
Other
Employer/
TPA
Employer/
TPA
Health
Plans
Health
Plans
Employer/
TPA
Government
LTC
Health
Plans
PBM
Other
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Tom Erickson,
Chairman & CEO, NMHC
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Financial Overview
Jeff Park, SVP Finance & CFO, SXC
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Terms of the Transaction
Estimated(1) transaction value: $143mm or $11.00 per NMHC share (common and
preferred on an as-converted basis)
Consideration components: 70% cash/30% in SXC shares
Approximately $100mm cash
$48mm of purchase price financed via a Term Loan
SXC will issue approx. 2.9mm common shares
Expected closing: Q2 2008
Fixed exchange ratio: no collars
24mm basic shares outstanding post-deal
Consideration for each NMHC common share on an as-converted basis:
$7.70 cash plus 0.217 of a SXC common share
13% premium based on the respective 20-day average closing prices of NMHC and
SXC common shares
(1) Using the 20 day average closing price for SXC at time of announcement
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Combined Financials
Identified synergy opportunities in operating expenses, revenue and
capital expenditures
$6-8mm of expected cost savings and revenue opportunities in the first
12 months
$12-14mm expected in year two and beyond
Significant revenue synergy opportunities exist in network and rebate
optimization, as well as in cross-sell opportunities with clinical
programs, specialty pharmacy and mail service pharmacy
Strong Balance Sheet: expected to have $24mm in cash and $48mm in
long-term debt
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Net Revenue Mix
SXC Revenue Mix NMHC Gross Profit Mix Combined
Net Revenue Mix
Transaction Processing
Maintenance
Professional Services
9%
29%
18%
8%
4%
16%
55%
11%
9%
6%
91%
44%
System Sales
PBM/Mail
Specialty
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Financial Overview
SXC NMHC NMHC
(All numbers in millions) TTM to Sept 30, 2007 TTM to Dec 31, 2007 Quarter-ended Dec 31, 2007
Revenues $91.6 $624.8 $168.9
Gross Profit $53.9 $82.6 $20.6
% Margin 58.8% 13.2% 12.2%
Operating Margin % 13.9% -0.1% 0.2%
EBITDA (including stock-based compensation)* $17.7 $2.6 $2.3
% Margin 19.3% 0.4% 1.3%
Net income (loss) $12.6 $(3.3) $0.8
Earnings (loss) per share $0.58 ($1.20)** $0.12**
Shares outstanding (f/d) 21.8 12.9 12.9
Source: Yahoo Finance and
SXC Financial Statements
*EBITDA is a non-GAAP measure and includes stock-based compensation
**Per common share
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Outlook
Mark Thierer, President & COO, SXC
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Key Growth Objectives
Increased Transaction Volumes
Add new customers
Existing customers expand their base
Organic market growth
Increase Price Per Transaction
Sell additional PBM services to new and existing customers
Can be purchased on a full-service or a-la-carte basis
"Pull-through" PBM products/services to established customer base
Mail-order
Specialty pharma
Retail network management
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Key Growth Strategies
Aggressively pursue opportunities where SXC's
unique portfolio of solutions fit hand-in-glove with
emerging market needs.
Sell informedRx(r) Solution
Self-insured employers, unions and governments
Small to medium sized health plans
Target large Public Sector fee-for-service opportunities
State Medicaid
Federal plans
Provincial plans
Aggressively pursue large health plan technology upgrades
Sell Resident Care Management(tm) offerings throughout the
LTC/Institutional Pharmacy market
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Transaction Summary
Combined company will be a leader in Pharmacy Spend
Management across the healthcare continuum
Highly complementary capabilities across service offering
Solution offerings range from licensed technology platforms to
full PBM services
Significant identifiable cost and revenue synergies
Experienced management team
Strong balance sheet
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Contact Info
SXC Health Solutions, Inc.
Jeff Park, Chief Financial Officer, SXC Health Solutions, Inc.,
(630) 577-3206, investors@sxc.com
Dave Mason, Investor Relations - Canada, The Equicom Group Inc.,
(416) 815-0700 ext. 237, dmason@equicomgroup.com
Susan Noonan, Investor Relations - U.S., The SAN Group, LLC,
(212) 966-3650, susan@sanoonan.com
NMHC
Stuart Diamond, Chief Financial Officer, NMHC, (516) 605-6640,
sdiamond@nmhc.com
Evan Smith, Investor Relations, Financial Dynamics, (212) 850-5606,
evan.smith@fd.com
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Summary Non-GAAP Financial Measure
Non-GAAP Financial Measure
SXC reports its financial results in accordance with Canadian generally accepted accounting
principles ("GAAP"). SXC's management also evaluates and makes operating decisions using
various other measures. One such measure is EBITDA, which is a non-GAAP financial
measure. SXC's management believes that this measure provides useful supplemental
information regarding the performance of SXC's business operations.
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, debt service, and certain other one-time charges. 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.
Lastly, debt service and certain other one-time charges (including lease termination charges
and losses on disposals of capital assets) are excluded as these are not recurring items.
Management believes that EBITDA provides useful supplemental information to management and
investors regarding the performance of the Company's business operations and facilitates
comparisons to its historical operating results. Management also uses this information
internally for forecasting and budgeting as it believes that the measure is indicative of the
Company's core operating results. Note however, that EBITDA is a performance measure
only, and it does not provide any measure of the Company'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, and investors and potential investors are encouraged
to review the reconciliation of EBITDA.
EBITDA does not have a standardized meaning prescribed by GAAP. The Company's method of
calculating EBITDA may differ from the methods used by other companies and, accordingly,
it may not be comparable to similarly titled measures used by other companies.
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THE FOLLOWING IS AN SXC INVESTORS QUESTION AND ANSWER THAT WAS POSTED ON THE SXC HEALTH SOLUTIONS
CORP. WEBSITE (WWW.SXC.COM) ON FEBRUARY 26, 2008.
SXC Investors
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1)
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What is the rationale for this acquisition?
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This decision is one that has been made based on careful consideration by both companies and we
believe this acquisition will have a positive impact on all the stakeholders of both SXC and NMHC,
including customers, shareholders and employees. The combination of the two companies will help us
execute the SXC growth strategy of becoming The Strategic Solution for Pharmacy Spend Management
by giving the combined company a unique mix of scale, technology, clinical expertise, breadth of
market and offerings for mail order and specialty pharmacy. Our market segments will include
health plans, public sector, managed Medicaid, long term care, Taft-Hartley organizations, brokers,
TPAs and self-insured employers. The services of the combined organization will span the full
spectrum of support including RxCLAIM suite (License and ASP Transaction Models), Private Label
PBM, à la Carte PBM Services and Full-Service PBM (
informedRx
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2)
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What are the benefits of this acquisition to SXCs customers, shareholders and
employees?
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The transaction will combine SXCs expertise in pharmacy spend management, information technology
along with NMHCs leadership in pharmacy clinical programs. Additionally, the combination of both
books of business will have a diversified mix of clients (over 300)- unions, TPAs, employer
groups, Health Plans, and managed care organizations along with increasing significant
relationships with brokers and consultants. The additional 2.3 million lives to our existing 1.5
million lives could potentially drive better economies of scale, which will translate into improved
competitiveness for our transparent offering, and more profits to the combined entity.
Benefits of the acquisition include:
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It accelerates the growth of the PBM side of SXCs business
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It provides SXC with a mail and specialty pharmaceutical offering
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It provides significant opportunities for expense and revenue synergies
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The combined company will emerge as the leader in pharmacy spend management by
expanding presence in markets such as Managed Medicaid, Taft-Hartley organizations,
self-insured employers, Medicare Part D, state governments, brokers and TPAs
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The combination enhances capabilities to better serve both SXC and NMHCs existing
customers with advanced technology, new clinical programs, mail order pharmacy and
specialty drug distribution and management
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The new scale of the organization provides more capability to invest in extension of
product and service leadership
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This continues the tradition of valuation discipline on SXCs part
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The purchase price substantially down from 52 week high
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3)
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Is NMHC a client of SXC? What is the significance of that?
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SXC and NMHC have a current vendor/client relationship and SXC has had almost three years
operational experience with NMHC under a software license, professional services and outsource
arrangement. This is significant because the key to a successful integration is a rapid
consolidation of all of NMHCs claims processing on the SXC RxCLAIM platform and elimination of
duplication of support. We believe that this transition also holds tremendous value for the entire
existing NMHC client base and will ultimately strengthen these relationships and the market
position of the combined InformedRx entity.
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4)
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Why are you buying NMHC instead of other PBMs in the market?
|
We have been reviewing a number of transaction opportunities over the last several years, including
a few in the PBM space, and feel NMHC fills most of the criteria we set out for an acquisition
including payer focus, recurring revenue, significant cost and revenue synergies.
Due to the confidentiality of this process, we cannot discuss these details.
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6)
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How long have you been working on this acquisition?
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The two companies have known each other since our formal client/vendor relationship was established
in 2005 and both organizations immediately recognized the potential benefits of a business
combination.
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7)
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What other types of businesses were you looking at to acquire?
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We continue to look at companies with complementary capabilities related to expanding our role as
the leader in Pharmacy Spend Management. However, at this time both companies are working
diligently on finalizing this transaction and preparing for an effective integration.
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8)
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What are the terms of the acquisition?
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We are paying for the company using consideration components of 70% cash and 30% stock and we
expect the closing to occur in the second quarter of 2008. The transaction consideration for each
NMHC common share or preferred share on an as-converted basis is $7.70 of cash and 0.217 of an SXC
common share. This exchange ratio is fixed and will not fluctuate based on changes in the market
price of either stock.
The total transaction is valued at approximately $143 million or an estimated $11.00 (using the
20-day average closing price of SXC shares at the time of announcement to value the stock
component of the transaction) per each of the approximate 12.9 million common shares of NMHC on an
as-converted basis. For NMHC shareholders this represents a premium of approximately 13% of the
20-day average closing price of NMHC shares.
Approximately $100 million of the purchase price will be paid in cash with $48 million of that
amount financed through a term loan. 2.9 million shares of SXC common stock will be issued and post
deal there will be 24 million shares outstanding.
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9)
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Why is SXC doing a cash and stock deal?
|
After careful consideration of the financing opportunities coupled with the current uncertainties
in the debt markets, we felt that a modest amount of SXC stock would lower the risk of a heavy debt
load and provide more flexibility for financing future growth.
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10)
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When does the acquisition officially take place?
|
We expect the transaction to close in the second quarter of 2008, subject to regulatory and other
approvals. Until the acquisition is complete, however, each company will continue to operate
independently.
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11)
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What is the status of the two companies until the acquisition is completed?
|
Until the acquisition is complete, each company will continue to operate independently; however,
the effort to consolidate NMHCs primary IT systems on the SXC platform will continue to move
ahead. It is important to note that this process was identified independently by NMHC management
as a key objective prior to the initiation of talks involving the merging of the organizations.
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12)
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What will the new company be called and where will it be headquartered?
|
The parent company will continue to be SXC Health Solutions Corp. and NMHC will be a wholly owned
subsidiary of SXC Health Solutions, Inc. and renamed
informedRx
. The combined company will be
headquartered in Lisle, IL with facilities in the United States and Canada.
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13)
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Who will run the combined company?
|
The combined company will be led by Gordon Glenn as Chairman and CEO. Mark Thierer will remain
President and COO and Jeff Park will continue as CFO and secretary of SXC. We expect to retain
several of NMHCs key executives with the exception of some of the C Suite.
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14)
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Who will be on the board?
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The board of directors will be comprised of all eight directors from SXCs current board.
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15)
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Where does each company currently have offices and will any be closed?
|
SXC currently has four offices in the U.S. and two in Canada with the corporate headquarters in
Lisle, IL. NMHC currently has 8 geographic locations: Corporate offices in Port Washington, NY;
PBM and clinical operations in Pittsburg, PA; mail order operations in Miramar, FL: Specialty
Pharma in Portland, ME; call centers in Latham, NY and Sacramento, CA; and account management
offices in Little Rock, AR and Honolulu, HI. We do expect to consolidate some operations during
the first year. However, no specific locations for closure have been identified at this time.
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16)
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How many employees does will the combined company have and will there be layoffs?
|
At the time of closing, both SXC and NMHC each have approximately 440 employees. We do expect a
reduction in force as operations are combined and the IT platforms are consolidated.
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17)
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What does the NMHC mix of customers look like?
|
NMHCs book of business is 28% union, 19% Health Plans, 15% TPAs, 15% government, 5% employees and
15% other (Part D, hospice, workers comp, etc.)
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18)
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Are you abandoning the transparent fee per claim pricing model?
|
No, not at all. Quite a bit of NMHCs current business is based upon a fee per claim model. We
are prepared to bid contracts in what ever manner that the client requires.
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19)
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|
How will the combined sales force be configured?
|
The sales forces of informedRx and NMHC will be combined. NMHC brings additional sales expertise
in Taft-Harley, TPAs and Brokers. They also have a sales staff for specialty pharmaceuticals.
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20)
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|
What platforms are the PBM clients running on?
|
PBM clients are on the SXC RxCLAIM and McKessons PHI platforms. The transition plan calls for all
clients to be migrated to the RxCLAIM system.
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21)
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How will the acquisition impact SXCs relationship with any key customers?
|
We anticipate no negative effects on either companys relationships with existing customers and we
expect to reach out to these customers to ensure that they are informed of the transaction and the
positive impact it should have on their relationship with the combined organization.
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22)
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What are the potential issues/risks you face?
|
NMHCs clients acceptance of a new platform, customer retention, firewalls, geography and staff
retention are the greatest risks we see.
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23)
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Does this acquisition change SXCs strategy?
|
No. It is an extension of our existing strategy. It is part of a broad focus on repositioning the
Company for aggressive future growth.
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24)
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Who are the investment banks and lawyers involved in the deal?
|
In connection with the transaction, Houlihan Lokey is acting as financial advisor to SXC and Sidley
Austin LLP is legal counsel. JP Morgan is acting as financial advisor to NMHC and Bass, Berry &
Sims PLC is legal counsel.
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25)
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Do you expect Hart-Scott-Rodio /Federal Trade Commission concerns for the
acquisition?
|
No.
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26)
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Is the acquisition accretive to earnings?
|
SXC expects the acquisition to be dilutive to SXCs 2008 GAAP earnings per share, excluding the
one-time, transaction-related adjustments and costs. The transaction is expected to be accretive in
2009.
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27)
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How much in synergies have you identified for 2008 for the newly merged enterprise?
In 2009?
|
We have identified synergy opportunities in operating expenses, revenue and capital expenditures.
Available synergy opportunities include approximately $6.0-8.0 million of identified cost savings
and revenue opportunities in the first 12 months post-closing. This is expected to increase to
$12.0-14.0 million or more in year two. Revenue synergy opportunities exist in network and rebate
optimization, as well as in cross-sell opportunities with clinical programs, specialty pharmacy and
mail service pharmacy.
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28)
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Did you need to do this acquisition to continue growing the business?
|
No, we did not need to acquire NMHC to be successful; however, both companies agreed to this
acquisition after careful consideration and we are enthusiastic about the opportunities that are in
front of us as a combined company.
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29)
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What is managements 2008 guidance for with the combined company?
|
We are not prepared to share 2008 numbers at this time. In compliance with regulatory
requirements, SXC and NMHC will remain separate and independent companies and joint activities
between the two companies will be restricted until the completion of the transaction. Specific
transition details will be made available at or around deal closing.
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30)
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What would the combined pro forma CY 2007 revenues and gross profits be? In 2008?
|
SXC will report fiscal 2007 year end numbers on March 5th; however, for the respective trailing
twelve month reporting periods, SXC and NMHC reported an aggregate of $715 million in revenues and
$136 million in gross margin. We are not prepared to share 2008 guidance at this time.
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31)
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What is NMHCs EBITDA and what multiple of that are you paying?
|
NMHCs quarter ending December 31, 2007 adjusted EBITDA which excludes stock compensation expense
was reported as $2.9 million. On a run rate basis this would represent an EV ratio to adjusted
EBITDA is about 12.3 times without synergies.
|
32)
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How many shares outstanding would there be in the combined company?
|
There will be approximately 24 million basic shares of the company outstanding after the
acquisition is complete.
|
33)
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Will you report revenue on a gross drug spend basis post-merger?
|
It is not contemplated that either SXC or NMHC will change its current accounting policies relative
to revenue recognition. Certain PBM contracts will report gross revenue including the cost of
drugs and other transparent contracts will report administrative fees as revenue.
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34)
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Who are the major shareholders of each company?
|
SXC:
Acuity Investment Management, Inc.
Federated Kaufman Investment Management
RS Investment Management
Janus Capital Management
Natcan Investment
AGF Funds
Sceptre Investment
Oberweis Asset
Franklin Advisers
Goodman and Co.
I.G. Investment Management
Jones Heward Investment
Montrusco Bolton
Synergy Asset
MFC Global
Pembroke Management
Kern Capital
NMHC:
New Mountain Partners, LP
New Mountain Affiliated Investors, LP
Discovery Equity Partnership, LP
BCL Capital Management
Millennium Management, LLC
S.A.C. Capital Advisors, LLC
Pequot Capital Management, Inc.
T. Rowe Price Assoc.
Lord Abbett & Co.
Highbridge Capital Management, LLC
Wellington Management Company, LLC
Cortland Associates, Inc.
DFA
H&Q Life Science Investors
Tamarack Micro Cap Value FD
Vanguard
John Hancock
Valic Co. Health Science FD
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35)
|
|
Which sell side analysts cover each company?
|
SXC:
Blair Abernethy, Thomas Wiesel Partners Inc.
Tom Liston, CFA, Versant Partners
Gabriel Leung, Paradigm Capital
Glenn Jamieson, CFA, Macquarie Bank
Richard Tse, CA, CFA, National Bank Financial
Paul Steep, MBA, Scotia Capital
Ranjit Narayanan, CFA, MGI Securities
Lawrence Rhee, CA, CFA, MBA Blackmont Capital
Husein Kirefu, Evergreen Capital
Alex Grassino, MSc, Laurentian Bank
David MacDonald, SunTrust Robinson Humphrey
Corey Tobin, William Blair & Company LLC
Michael J. Baker, Raymond James & Associates, Inc
Michael Minchak, CFA, JP Morgan
Donald Hooker, CFA, UBS
Charles Rhyee CIBC World Markets, Inc.
Jackson Spears Capstone Investments
NMHC:
David MacDonald, SunTrust Robinson Humphrey
Michael Minchak, CFA, JP Morgan
Glenn Garmont, Broadpoint Capital
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36)
|
|
Do you anticipate taking any large charges/write offs?
|
There may be restructuring changes to the combined company as the operations are integrated.
|
37)
|
|
What does the balance sheet and cash position of the combined company look like?
|
The combined balance sheet is anticipated to have unrestricted cash in excess of $24 million and
long-term debt of approximately $48 million.
Important Additional Information
This communication is neither an offer to purchase nor solicitation of an offer to sell securities.
The exchange offer (the Offer) has not yet commenced. SXC Health Solutions Corp. (SXC) and
Comet Merger Corporation intend to file a tender offer statement on Schedule TO and a Registration
Statement on Form S-4 (or F-4 as applicable) with the Securities and Exchange Commission (the
SEC) and National Medical Health Card Systems, Inc. (NMHC) intends to file a
solicitation/recommendation statement on Schedule 14D-9, with respect to the Offer. BEFORE MAKING
ANY DECISION WITH RESPECT TO THE OFFER, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders can obtain copies of these materials (and
all other offer documents filed with the SEC) when available, at no charge on the SECs website:
www.sec.gov. Copies can also be obtained at no charge by directing a request for such materials to
SXC Health Solutions Corp., 2441 Warrenville Road, Lisle, Illinois 60532-3246, Attention: SXC
Investor Relations or National Medical Health Card Systems, Inc., 26 Harbor Park Drive, Port
Washington, New York 11050, Attention: Investor Relations Department. Investors and security
holders may also read and copy any reports, statements and other information filed by SXC, Comet
Merger Corporation or National Medical Health Card Systems, Inc. with the SEC, at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
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. Such statements include, but are not limited to, statements about the
expected benefits of the transaction involving SXC and NMHC, including potential synergies and cost
savings, future financial and operating results, and the combined companys plans and objectives.
In addition, statements made in this communication about anticipated financial results, future
operational improvements and results or regulatory approvals are also forward-looking statements.
Such 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 SXCs 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 NMHCs and SXCs ability to control or predict. SXC 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. SXC undertakes 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. SXC is 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.
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