Data Compiled by William Blair & Company, LLC for GHX's board of directors

EX-99.(C)(5) 6 dex99c5.htm DATA COMPILED BY WILLIAM BLAIR & COMPANY, LLC FOR GHX'S BOARD OF DIRECTORS Data Compiled by William Blair & Company, LLC for GHX's board of directors

M&A Premiums Paid Analysis

(1) Assumes purchase price of $10.00 per share and transaction announcement on October 4, 2005.

Transaction Overview

Exhibit (c)(5)

Equity Values Between $100 -

$300 Million Since January 1, 2001.

# of Transactions: 221

Premium At

Neoforma

Purchase

Period Before Annoucement

Price

(1)

Premiums Paid Data Percentile

10th

20th

30th

40th

50th

60th

70th

80th

90th

One Day

8.61

16.1%

1.7%

9.1%

15.8%

19.7%

24.3%

30.7%

39.3%

51.7%

68.5%

One Week

8.02

24.7%

3.8%

11.0%

17.7%

23.4%

28.3%

34.3%

42.7%

58.9%

77.8%

One Month

7.47

33.9%

2.7%

11.0%

19.6%

25.9%

31.0%

40.4%

50.7%

67.5%

93.5%

Implied Transaction Multiples

Transaction Overview

(1) Enterprise value reflects approximately $46.0 million in net

cash for LTM as December 31, 2005P.

(in thousands except per share amounts)

Transaction Price Per Share

$10.00

Fully Diluted Shares Outstanding

20,708

Total Equity Value

$207,076

Total Enterprise Value

(1)

$161,076

Neoforma

Enterprise Value/

Revenue

Results

Revenue

LTM as of December 31, 2005P

$72,758

2.21 x

Enterprise Value/

EBITDA

LTM as of December 31, 2005P

$14,646

11.0 x

Enterprise Value/

EBIT

LTM as of December 31, 2005P

($37,818)

NMF

Selected Public Companies Analysis

($ in thousands)

Transaction Overview

(1)

(1) Assumes $10.00 per share purchase price and LTM results as of December 31, 2005P.

(2) Enterprise value as of October 3, 2005 and LTM results as of the most recent reported quarter. Public companies include Ariba, Cerner, Eclipsys, I-many, i2 Technologies, IMS Health, Manugistics

Group, Per-Se Technologies

and WebMD.

Neoforma

Implied

Selected Public Company Multiples

(2)

Results

(1)

Multiples

Min

Mean

Median

Max

Enterprise Value

LTM Revenue

$72,758

2.21 x

0.90 x

2.11 x

2.02 x

3.69 x

Enterprise Value

LTM EBITDA

$14,646

11.0 x

8.7 x

16.5 x

13.9 x

28.7 x

Selected Transactions Analysis

($ in thousands)

Transaction Overview

Neoforma

Implied

Selected Transaction Valuation Multiples

Results

(1)

Multiples

Min

Mean

Median

Max

Enterprise Value /

LTM Revenue

$72,758

2.21 x

1.43 x

3.31 x

2.31 x

9.60 x

Enterprise Value /

LTM EBITDA

$14,646

11.0 x

10.7 x

23.3 x

13.8 x

55.7 x

(1)

(1) Assumes $10.00 per share purchase price and LTM results as of December 31, 2005P.

Methodology and Assumptions

Selected Public Companies Analysis

Ariba, Inc.

Cerner

Corp.

Eclipsys

Corp.

I-many, Inc.

i2 Technologies, Inc.

IMS Health

Manugistics

Group, Inc.

Per-Se Technologies, Inc.

WebMD

Corp.

Comparable Companies

In utilizing the Selected Public Company valuation methodology, Blair reviewed the public equity

markets to identify companies that we deemed relevant.

The review of public companies included healthcare information technology companies and

companies with similar operations.

Selected Public Companies Analysis

As of October 3, 2005. Estimates per Bloomberg and First Call.

(1)

Enterprise

Value

Market

Capitalization

Preferred

Equity

Total

Debt

Minority

Interest

Cash

and

Equivalents.

Assumes

Cash

and

Equivalents

for

these

companies

represent

excess

cash.

Enterprise Value

(1)

Price/

LTM

Earnings

Comparable Companies

Revenue

EBITDA

EBIT

Cal. 05E

Cal. 06E

Supply Chain

ARIBA INC

0.90 x

19.0 x

NMF

28.9 x

19.0 x

I2 TECHNOLOGIES INC

1.37

8.7

10.4

NMF

12.5

I-MANY INC

1.15

NMF

MANUGISTICS GROUP INC

1.14

19.4

NMF

70.9

PER-SE TECHNOLOGIES

2.02

13.9

19.5

18.2

15.7

Mean

1.32 x

15.3 x

15.0 x

23.6 x

29.5 x

Median

1.15

16.5

15.0

23.6

17.3

HC/Information Services

CERNER CORP

3.20 x

13.8 x

25.8 x

40.1 x

32.6 x

ECLIPSYS CORP

2.21

NMF

31.0

IMS HEALTH

3.69

11.6

14.3

19.0

17.1

WEBMD CORP

3.28

28.7

56.3

19.6

16.6

Mean

3.09 x

18.0 x

32.1 x

26.2 x

24.3 x

Median

3.24

13.8

25.8

19.6

24.0

Overall

Minimum

0.90 x

8.7 x

10.4 x

18.2 x

12.5 x

Mean

2.11

16.5

25.3

25.2

26.9

Median

2.02

13.9

19.5

19.6

18.1

Maximum

3.69

28.7

56.3

40.1

70.9

NEOFORMA.COM INC

1.94 x

8.2 x

NMF

Methodology and Assumptions

Blair reviewed publicly available transactions for the past five

years to identify those transactions that

involved the acquisition of companies that we deemed relevant.

The review of past transactions included transactions for healthcare information technology

companies with enterprise values in excess of $50 million.

Selected M&A Transaction Analysis

Selected Transactions

Selected M&A Transaction Analysis

(1) Excludes earn-out of $124 million.

($ in millions)

Total

Enterprise

LTM

Enterprise Value to

Date

Value

EBITDA

LTM

Effective

Target

Acquiror

Consideration

($MM)

Margin

Sales

EBITDA

01/13/05

GWI

Agfa-Gevaert

Cash

$333.5

(1)

2.17x

01/03/05

VitalWorks

(medical division)

Cerner

Corporation

Cash

$100.0

1.43x

12/23/03

Torex

plc

iSoft

plc

Stock

$681.7

20.3%

2.31x

11.4x

10/07/03

PracticeWorks

Eastman Kodak

Cash

$492.5

18.0%

3.24x

18.0x

07/08/02

ALI Technologies

McKesson Corporation

Cash

$347.6

23.9%

9.60x

40.1x

07/30/01

Sunquest

Information Systems

Misys

PLC

Cash

$339.1

19.9%

2.74x

13.8x

08/13/01

Healthcare.com

Xcare.net

Stock

$86.0

15.4%

1.66x

10.7x

07/03/00

Shared Medical Systems Corp

Siemens Medical Engineering Group

Cash

$2,214.2

14.0%

1.89x

13.5x

09/12/00

Medical Manager Corporation

Healtheon/WebMD

Stock

$1,484.2

8.6%

4.79x

55.7x

Mean

17.2%

3.31x

23.3x

Median

18.0%

2.31x

13.8x

Maximum

23.9%

9.60x

55.7x

Minimum

8.6%

1.43x

10.7x

Methodology and Assumptions

M&A Premiums Paid Analysis

Blair analyzed 221 domestic public transactions announced since January 1, 2001 between $100

million and $300 million in value in which 100% of the target was acquired.

Blair compared the price of each transaction to the closing price of the target stock one day, one

week and four weeks prior to the announcement of the transaction.

M&A Premiums Paid Analysis

Equity Values Between $100 -

$300 Million Since January 1, 2001.

# of Transactions: 221

Premium At

Neoforma

Purchase

Period Before Annoucement

Price

(1)

Premiums Paid Data Percentile

10th

20th

30th

40th

50th

60th

70th

80th

90th

One Day

8.61

16.1%

1.7%

9.1%

15.8%

19.7%

24.3%

30.7%

39.3%

51.7%

68.5%

One Week

8.02

24.7%

3.8%

11.0%

17.7%

23.4%

28.3%

34.3%

42.7%

58.9%

77.8%

One Month

7.47

33.9%

2.7%

11.0%

19.6%

25.9%

31.0%

40.4%

50.7%

67.5%

93.5%

(1) Assumes purchase price of $10.00 per share and transaction announcement on October 4, 2005.