LISLE, IL and PORT WASHINGTON, NY, March 31 /PRNewswire-FirstCall/ - SXCHealth Solutions Corp. ("SXC") (Nasdaq: SXCI; TSX: SXC) and National MedicalHealth Card Systems, Inc. ("NMHC") (Nasdaq: NMHC) jointly announced todaythat, pursuant to their previously announced merger agreement, SXC iscommencing today an exchange offer for all of the outstanding shares of NMHCcommon stock. Subject to the terms and conditions of the offer, NMHCstockholders will receive (i) 0.217 of a common share of SXC and (ii) $7.70 incash for each share of NMHC common stock tendered. The exchange offer, ifconsummated, will be followed by a merger for the same consideration to NMHCstockholders as offered in the exchange offer.
The exchange offer is scheduled to expire at 10 a.m., New York City time,on Tuesday, April 29, 2008, unless the offer is extended subject to applicablelaw and the terms of the merger agreement. The terms and conditions of theoffer are described in the offer documents to be mailed to NMHC stockholdersand filed with the U.S. Securities and Exchange Commission (the "SEC").Consummation of the transaction is subject to the condition that there bevalidly tendered, and not withdrawn, at least 9,600,000 shares of NMHC commonstock, receipt of certain regulatory approvals and certain other conditionsand termination provisions.
The Board of Directors of NMHC has unanimously recommended that NMHCstockholders tender their shares of NMHC common stock in the offer. A moredetailed description of this recommendation can be found in theSolicitation/Recommendation Statement on Schedule 14D-9 that NMHC is filingwith the SEC today, March 31, 2008.
Concurrently with the execution of the merger agreement, SXC entered intostockholder agreements with NMHC and each of New Mountain Partners, L.P. andNew Mountain Affiliated Investors, L.P. (collectively, "New Mountain"). Inconnection with the stockholder agreements, New Mountain agreed to tender allof its shares of NMHC stock within five business days of the commencement ofthe exchange offer. As of March 31, 2008, New Mountain owned 6,956,522 sharesof NMHC convertible preferred stock, which represents approximately 54% of theissued and outstanding shares of NMHC common stock (on a converted basis).
NMHC stockholders are urged to read carefully the offer documents andNMHC's Solicitation/Recommendation Statement. Copies of these documents may beobtained at no charge from the website maintained by the SEC at www.sec.gov.Copies of the offer documents may also be obtained at no charge from KingsdaleShareholder Services, Inc., the Information Agent for the offer, toll-free at1-866-851-3215.
SXC is a leading provider of pharmacy benefits management ("PBM") servicesand healthcare IT solutions to the healthcare benefits management industry.SXC's product offerings and solutions combine a wide range of softwareapplications, application service provider (ASP) processing services andprofessional services, designed for many of the largest organizations in thepharmaceutical supply chain, such as federal, provincial, and state and localgovernments, pharmacy benefit managers, managed care organizations, retailpharmacy chains and other healthcare intermediaries. SXC is based in Lisle,Illinois with locations in: Scottsdale, Arizona; Warminster, Pennsylvania;Alpharetta, Georgia; Milton, Ontario; and Victoria, British Columbia. For moreinformation please visit www.sxc.com.
NMHC provides PBM services in the United States. Its PBM services includeelectronic point-of-sale pharmacy claims management, retail pharmacy networkmanagement, mail service pharmacy claims management, specialty pharmacy claimsmanagement, Medicare Part D services, benefit design consultation, preferreddrug management programs, drug review and analysis, consulting services, dataaccess, and reporting and information