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May 10, 2012 /PRNewswire/ - SXC Health Solutions Corp. ("SXC") (NASDAQ: SXCI, TSX: SXC) announced today the pricing of its previously announced public offering of common shares. Under the offering, SXC will sell 5,200,000 of its common shares at a price to the public of
$90.60 per share. The offering was increased from the previously announced offering size of 4,340,000 common shares. In connection with the offering, SXC has granted the underwriters a 30-day option to purchase up to an additional 780,000 of its common shares at the public offering price to cover over-allotments, if any. The offering is expected to close on
May 16, 2012, subject to customary closing conditions.
SXC expects to receive net proceeds from the offering of approximately
$450.8 million (or approximately
$518.6 million if the underwriters exercise their over-allotment option in full), after deducting the underwriting discounts and commissions and estimated offering expenses. SXC intends to use the net proceeds from the offering to pay a portion of the cash component of the merger consideration for the previously announced proposed merger with Catalyst Health Solutions, Inc. and to pay certain related fees and expenses, or for general corporate purposes. If the proposed merger is not completed, SXC expects to use the net proceeds from the offering for general corporate purposes.
The offering is being conducted as a public offering pursuant to an effective shelf registration statement under the Securities Act of 1933. J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (
USA) LLC are acting as the joint book-running managers for the offering. Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as the joint lead managers for the offering, and
William Blair & Company, L.L.C., JMP Securities LLC, Houlihan Lokey Capital, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (
USA) LLC and Versant Partners Inc. are acting as co-managers for the offering.
Information about the offering is available in the prospectus supplement to be filed with the Securities and Exchange Commission ("SEC"). A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by telephone: (866) 803-9204; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717 or by telephone at (888) 603-5847 or by email at
The offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.