LISLE, IL,
May 16, 2012 /PRNewswire/ - SXC
Health Solutions Corp. ("SXC") (NASDAQ: SXCI, TSX: SXC) announced
today that it successfully completed its previously announced
public offering of 5,980,000 of its common shares at a price to the
public of $90.60 per share, which
includes 780,000 shares sold pursuant to the exercise of the
underwriters' over-allotment option.
The net proceeds to SXC from the offering are
approximately $518.6 million, after
deducting the underwriting discounts and commissions and estimated
offering expenses. SXC intends to use the net proceeds 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 was 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 acted as the joint book-running
managers for the offering. Citigroup Global Markets Inc. and Morgan
Stanley & Co. LLC acted as the joint lead managers for 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. acted as
co-managers for the offering.
Information about the offering is available in
the prospectus supplement filed with the Securities and Exchange
Commission ("SEC") on May 11,
2012. A copy of the prospectus supplement and
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 was 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 May 9, 2012; and (ii) under the caption "Risk
Factors" in SXC's prospectus supplement filed with the SEC on
May 11, 2012, in each case available
at www.sec.gov.
SOURCE SXC Health Solutions Corp.