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.