Catalyst Health Solutions, Inc. (NASDAQ: CHSI), the fastest growing national pharmacy benefit management (PBM) in the U.S., announced today that at a special meeting of stockholders held this morning, its stockholders approved, among other things, the proposal to adopt the previously disclosed Agreement and Plan of Merger with SXC Health Solutions Corp. (SXC), a leading provider of PBM services and healthcare information technology solutions to the healthcare benefits management industry. Under the terms of the merger agreement, Catalyst and SXC will combine in a cash and stock transaction valued at approximately $4.75 billion (based on the SXC closing stock price on June 29, 2012). Catalyst stockholders will receive $28.00 in cash without interest and 0.6606 of a share of SXC stock for each Catalyst share.
Over 99% of the shares represented in person or by proxy at the special meeting, constituting 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.
The merger is expected to become effective later today.
Catalyst Health Solutions, Inc., the fastest growing national PBM in the U.S., is built on strong, innovative principles in the management of prescription drug benefits and provides an unbiased, client-centered philosophy resulting in industry-leading client retention rates. Catalyst's subsidiaries include Catalyst Rx, a full-service PBM serving more than 18 million lives in the United States and Puerto Rico; HospiScript Services, LLC, one of the largest providers of PBM services to the hospice industry; FutureScripts, LLC, a full-service PBM serving approximately one million lives in the mid-Atlantic region; and a fully integrated prescription mail service facility. Catalyst's clients include self-insured employers, including state and local governments, managed care organizations, unions, hospices, third-party administrators and individuals.
Catalyst Forward Looking Statements
Certain statements included herein may contain certain forward-looking statements including, without limitation, statements concerning Catalyst's operations, economic performance and financial condition. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. In addition to Catalyst's expectations or estimates of a combined company's future performance or matters relating to the proposed transaction, these forward-looking statements may include statements addressing Catalyst's operations and Catalyst's financial performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which, among other things, speak only as of their dates. These forward-looking statements are based largely on Catalyst's current expectations and are based on a number of risks and uncertainties, including, without limitation, (i) general adverse economic conditions, (ii) changes in governmental laws and regulations, (iii) Catalyst's ability to compete effectively in the pharmacy benefit management industry, (iv) Catalyst's relationships with key clients, pharmacy network affiliations and various pharmaceutical manufacturers and rebate intermediaries, (v) changes in industry pricing benchmarks, (vi) uncertainties relating to the transition and integration of completed and future acquisitions and/or expansion opportunities, (vii) Catalyst's current level of indebtedness and any future indebtedness Catalyst may incur; (viii) disruption in Catalyst's operations, (ix) unanticipated changes in Catalyst's ability to execute its growth strategy, (x) generic utilization levels, (xi) insufficient insurance coverage to cover costs associated with litigation, (xii) Catalyst's ability to accurately estimate how much future revenue Catalyst will generate, as well as the level of implementation and transaction costs that Catalyst will incur, under newly commenced PBM agreements and other risks and uncertainties discussed in Catalyst's filings with the SEC, including Catalyst's Annual Report on Form 10-K and quarterly reports on Form 10-Q. Actual results could differ materially from results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained herein will, in fact, occur. Catalyst undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date hereof. Readers are urged to carefully review and consider the various disclosures made in Catalyst's other filings with the SEC that attempt to advise interested parties of the risks and factors that may affect Catalyst's business.