Catalyst Health Solutions Announces Stockholder Approval of Merger with SXC Health Solutions
02 Juli 2012 - 5:03PM
Business Wire
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.
About Catalyst
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.
Catalyst Health Solutions, (MM) (NASDAQ:CHSI)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Catalyst Health Solutions, (MM) (NASDAQ:CHSI)
Historical Stock Chart
Von Sep 2023 bis Sep 2024