Cognizant Expands Healthcare Information Technology With $2.7B Trizetto Buy

NEW YORK (The Deal) -- Teaneck, N.J.-based information technology solutions company Cognizant Technology Solutions  ( CTSH) is adding the operations of TriZetto to create a fully integrated healthcare technology and operations leader.

Cognizant said Monday it has signed a definitive agreement with TriZetto, of Englewood, Colo., to buy the company for $2.7 billion in cash, subject to customary adjustments. TriZetto is majority owned by private equity company Apax Partners.

The combined company will have more than $3 billion in healthcare revenue and serve about 245,000 U.S. providers.

Gordon Coburn, president of Cognizant, outlined the merged business to investors in a same-day conference call. "This acquisition is a natural fit for us. It represents a great opportunity to integrate services across our three horizons: traditional IT services, high-growth businesses such as management consulting, business processing and IT infrastructure services, and emerging business models," he explained.

The merger could be made easier than most because "Cognizant and TriZetto have had a long-term relationship, having jointly served a number of healthcare clients to date," Coburn noted.

Healthcare clients now represents about 26% of Cognizant's business, but that share is expected to climb as the company integrates TriZetto's "industry-leading" software platforms used by payers and providers, he said.

TriZetto and its 3,700 employees will become part of Cognizant's existing healthcare business, said Francisco D'Souza, Cognizant CEO. "The integrated portfolio of capabilities across technology and operations will uniquely position us to help clients drive higher levels of operational efficiency, while re-imagining care for the future," he noted.

Cost pressures and structural shifts due to healthcare reform are creating significant growth opportunities for IT companies with healthcare expertise. Payers and providers are looking to maximize revenue through more efficient and collaborative information systems, either internally or by outsourcing, D'Souza said.

TriZetto recently expanded its Provider Solutions division by acquiring Gateway EDI in 2011, and ClaimLogic and NHXS in 2012. TriZetto offers a comprehensive suite of revenue cycle management solutions to reduce cost of claims services and uncover areas for performance improvement in billing and payment services, according to the company.

The deal is expected to close by the end of the year, and be immediately accretive to Cognizant's non-GAAP earnings per share, according to Karen McLoughlin, Cognizant chief financial officer. The buyer expects to finance the transaction through a combination of cash on hand and debt, and has secured $1 billion committed financing.

Cognizant turned to Credit Suisse and UBS Securities LLC for financial advice. Latham & Watkins LLP and Nishith Desai Associates gave legal counsel. Centerview Partners provided advice on the transaction as well.

Kirkland & Ellis LLP advised TriZetto in the sale, Kirkland's team led by Leo Greenberg, Srinivas Kaushik, John Kupiec, Patrick Gallagher, Sara Zablotney, Vin Thorn, Solomon Eskinazi and Laura Brockelman. On the financial side, TriZetto turned to JPMorgan Securities LLC and Goldman, Sachs & Co.

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