This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
See Cramer's multi-million dollar portfolio for FREE and get his new book Get Rich Carefully! Learn More

SXC Health Solutions Shareholders Approve Share Issuance In Merger With Catalyst Health Solutions

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.

Stock quotes in this article: SXC, SXCI 
Copyright 2011 PR Newswire. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
DOW 16,501.65 0.00 0.00%
S&P 500 1,878.61 +3.22 0.17%
NASDAQ 4,148.3380 +21.3710 0.52%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto
Advertising Partners

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs