SXC Health Solutions announces public offering of common shares
LISLE, Illinois, May 9, 2012 /PRNewswire/ – SXC Health Solutions Corp. (“SXC”)
(NASDAQ: SXCI, TSX: SXC) announced today that it has commenced an
underwritten public offering of 4,340,000 of its common shares. In
connection with the offering, SXC will grant the underwriters a 30-day
option to purchase up to an additional 651,000 of its common shares to
cover over-allotments, if any.
SXC expects to use the net proceeds received from the offering to pay a
portion of the cash component of the merger consideration for the
previously announced proposed merger with Catalyst Health Solutions,
Inc. and to pay certain related fees and expenses, or for general
corporate purposes. If the proposed merger is not completed, SXC
expects to use the net proceeds from the offering for general corporate
purposes.
The offering is being conducted as a public offering pursuant to an
effective shelf registration statement under the Securities Act of
1933. J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit
Suisse Securities (USA) LLC are acting as the joint book-running
managers for the offering. Citigroup Global Markets Inc. and Morgan
Stanley & Co. LLC are acting as the joint lead managers of the
offering, and William Blair & Company, L.L.C., JMP Securities LLC,
Houlihan Lokey Capital, Inc., SunTrust Robinson Humphrey, Inc., TD
Securities (USA) LLC and Versant Partners Inc. are acting as
co-managers of the offering.
Information about the offering is available in the preliminary
prospectus supplement filed today with the Securities and Exchange
Commission (“SEC”). Copies of the preliminary prospectus supplement
and the accompanying prospectus relating to the offering may be
obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,
or by telephone: (866) 803-9204; or Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New
York 11717 or by telephone at (888) 603-5847 or by email at barclaysprospectus@broadridge.com.
The offering of these securities is being made solely by means of a
prospectus supplement and the accompanying prospectus. This press
release does not constitute an offer to sell or a solicitation of an
offer to buy any securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About SXC Health Solutions Corp.
SXC Health Solutions Corp. is a leading provider of pharmacy benefit
management (“PBM”) services and healthcare information technology
solutions to the healthcare benefit management industry. SXC’s product
offerings and solutions combine a wide range of PBM services and
software applications, application service provider 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, retail pharmacy chains and other healthcare
intermediaries. SXC is headquartered in Lisle, Ill., with multiple
locations in the U.S. and Canada.
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; the failure of
shareholders of SXC or Catalyst to approve the proposed transaction;
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: (i) in Exhibit 99.1 to SXC’s Current Report
on Form 8-K filed with the SEC on the date hereof; and (ii) under the
caption “Risk Factors” in SXC’s preliminary prospectus supplement filed
with the SEC today, in each case available at www.sec.gov.
SOURCE SXC Health Solutions Corp.
