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
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.
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
, with multiple locations in the U.S. and
. For more information please visit
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.