- Compelling strategic fit with highly complementary businesses
- Transaction creates leader in Pharmacy Spend Management
- $12-14 million of expected annual synergies identified
- Transaction expected to be accretive to earnings per share in 2009
LISLE, IL, and PORT WASHINGTON, NY, Feb. 26 /PRNewswire-FirstCall/ - SXC Health Solutions Corp. ("SXC" or the "Company") (NASDAQ: SXCI, TSX: SXC) and National Medical Health Card Systems, Inc. ("NMHC") (NASDAQ: NMHC) today announced that the two companies have entered into a definitive agreement for SXC to acquire NMHC pursuant to an exchange offer. The purchase price will be funded with a combination of 70% cash and 30% SXC stock, resulting in a transaction value of approximately $143 million, or an estimated $11.00 per share of NMHC using the 20-day average closing price of SXC stock to value the share portion of the consideration. This represents a 13% premium to the 20-day average closing price of NMHC common stock. The boards of directors of both companies have unanimously approved the transaction, with NMHC's majority shareholders representing approximately 55% of the total NMHC common shares outstanding on an as-converted basis having agreed to tender shares into the offer pursuant to the terms of a stockholder agreement.
The acquisition is expected to close in the second quarter of 2008, and
is subject to various closing conditions, including a requisite number of
NMHC common shares being tendered into the offer, SXC obtaining financing
pursuant to a commitment letter with GE Healthcare Financial Services and
regulatory approvals. SXC expects to begin to realize synergies in the
first year, while continuing to invest in the migration of NMHC's
|SOURCE SXC Health Solutions, Inc.|
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