UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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The TriZetto Group, Inc.
(Name of Registrant as Specified in Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filed by The TriZetto Group, Inc.
Under the Securities Exchange Act of 1934
Subject Company: The TriZetto Group, Inc.
Commission File Number 000-27501
NEWS RELEASE
For Immediate Release
T
RI
Z
ETTO
P
LANS
A
DJOURNMENT
OF
S
PECIAL
M
EETING
Irvine, Calif. June 30, 2008
The TriZetto Group, Inc.
(NASDAQ: TZIX) announced today that the special meeting of stockholders scheduled for June 30, 2008 will be convened as scheduled, but TriZetto plans to adjourn the meeting until an expected date in mid-July. TriZetto will issue a press release
announcing the specific meeting date and time. The special meeting has been called to vote on 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 previously disclosed, following the announcement of the proposed merger with TZ Merger Sub, Inc., a wholly-owned subsidiary of TZ
Holdings, various complaints were filed seeking to enjoin the proposed merger. On June 27, 2008, the Delaware Court of Chancery issued a memorandum opinion and order granting in part and denying in part the plaintiffs motion for a
preliminary injunction enjoining the proposed merger. While the Court rejected most of plaintiffs arguments in support of the motion for preliminary injunction, finding that the process leading up to the proposed merger was fair, comprehensive
and reasonable and that plaintiff failed to demonstrate a probability of success on most of its disclosure claims, the Court preliminarily enjoined TriZetto from conducting or allowing any vote by its stockholders to approve the proposed merger
until TriZetto makes additional disclosures in its proxy materials regarding the potential financial benefits of the merger to UBS Securities LLC, TriZettos financial advisor, based on its previously disclosed interest in certain convertible
notes issued by TriZetto and related bond hedge and warrant transactions entered into with TriZetto in 2007. As a result, the special meeting will be adjourned until an expected date in mid-July in order to give TriZetto stockholders an opportunity
to evaluate the proposed merger in light of the additional disclosure.
As of Friday, June 27, 2008, stockholders representing 32.5 million
shares, or 99.9% of shares voted and 75.3% of shares outstanding, have voted FOR the proposal to approve and adopt the agreement and plan of merger previously agreed to among TZ Holdings, TZ Merger Sub and TriZetto. 43 thousand shares, or 0.1%
of shares outstanding, have voted AGAINST and 7 thousand shares ABSTAINED from voting on the proposal. However, as this is a preliminary vote, the above-referenced numbers are subject to change.
The TriZetto Board remains committed to obtaining the best possible outcome for all of its stockholders and continues to
recommend that all of the TriZetto stockholders vote FOR the approval and adoption of the proposed merger with TZ Merger Sub.
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 stockholders are urged to read the proxy statement carefully as it contains important information regarding this vote. Proxy statements were mailed to stockholders on May 30, 2008. The proxy
statement and other relevant documents filed with the SEC are also available at no cost on the SECs website at
www.sec.gov
, as well as TriZettos 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 TriZettos stockholders with respect to the transactions contemplated by the definitive merger agreement among TZ Holdings, TZ Merger Sub and TriZetto. Information regarding TriZettos directors and executive
officers is contained in TriZettos 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 companys 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 future revenue, profits, cash flows and financial results, the market for TriZettos services, future service
offerings, change of control, industry trends, client and partner relationships, TriZettos 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 the ability of TriZetto to successfully integrate the businesses of TriZetto and its acquisitions or partners; the
contributions of acquisitions to TriZettos operating results; the effectiveness of TriZettos implementation of its business plan, the markets acceptance of TriZettos 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 TriZettos 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 TriZettos service and product offerings, financial stability of TriZettos 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 TriZettos proposed acquisition by
Apax Partners is not consummated; as well as the other risks identified in TriZettos 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
TriZettos Investor Relations department at 949-719-2225 or at TriZettos web site at
www.trizetto.com
. All information in this release is as of June 30,
2008 unless otherwise noted. TriZetto undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the companys expectations.
####
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Investor Contact:
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Media Contact:
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Brad Samson
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Melissa Bruno
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TriZetto
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Schwartz Communications
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949-719-2220
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781-684-6652
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brad.samson@trizetto.com
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MBruno@schwartz-pr.com
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