EX-99.1 7 c23896exv99w1.htm SXC-NMHC FACT SHEET exv99w1
 

Exhibit 99.1
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SXC Health Solutions Corp. is acquiring National Medical Health Card Systems, Inc. to create a leader in pharmacy spend management that delivers an innovative mix of market expertise, information technology, clinical capability, scale of operations and mail order and specialty pharmacy offerings, to a wide variety of healthcare payor organizations including health plans, Medicare, managed and fee-for-service state Medicaid plans, long-term care facilities, unions, third-party administrators (TPAs) and self-insured employers.


Terms of the Deal
  Estimated transaction value: $143 million, or $11.00 per NMHC share (12.9 million common, including preferred on an as-converted basis)
 
  Consideration components: 70% cash/30% in SXC shares
  -   Approximately $100 million cash
  -   $48 million of purchase price financed via a Term Loan
  -   SXC will issue approximately 2.9 million common shares
  Expected closing: Q2 2008
 
  Fixed exchange ratio: no collars
 
  24 million basic shares outstanding post-deal
 
  Consideration for each NMHC common share on an as-converted basis:
  -   $7.70 cash plus 0.217 of a SXC common share
  13% premium based on the respective 20-day average closing prices of NMHC and SXC common shares
Leadership
  Gordon S. Glenn,
Chairman and CEO
 
  Mark Thierer,
President and COO
 
  Jeff Park,
SVP Finance and CFO
 
  Greg Buscetto,
SVP and General Manager,
informedRx
 
  Board of Directors —
all eight board members
from SXC
Transaction Benefits
  Introduces the strategic solution for pharmacy spend management across the healthcare continuum
 
  Expands capabilities of SXC’s full-service PBM
 
  Complements traditional software license and ASP business
 
  Increases scale of informedRx operations
 
  Enhances customer diversification
 
  Adds over two dozen valuable relationships with industry consultants and brokers
 
  Offers significant identifiable revenue and cost synergies
Combined Company
  Headquarters: Lisle, Illinois with 13 locations in the US and Canada
 
  Combined company had more than $700 million in revenue for the respective trailing twelve month reporting periods
 
  Approximately 880 employees


 


 

SXC Strategy
(GRAPH)
Diversifed Client Mix
(GRAPH)
Payor Market Services
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Financial Highlights
  Identified synergy opportunities in operating expenses, revenue and capital expenditures
 
  $6-8 million of expected cost savings and revenue opportunities in the first 12 months
 
  $12-14 million expected in year two and beyond
 
  Significant revenue synergy opportunities exist in network and rebate optimization, as well as in cross-sell opportunities with clinical programs, specialty pharmacy and mail service pharmacy
 
  Anticipate strong balance sheet with an expected $24 million in cash and $48.0 million in long-term debt


 


 

Important Additional Information
This communication is neither an offer to purchase nor solicitation of an offer to sell securities. The exchange offer (the “Offer”) has not yet commenced. SXC Health Solutions Corp. (“SXC”) and Comet Merger Corporation intend to file a tender offer statement on Schedule TO and a Registration Statement on Form S-4 (or F-4 as applicable) with the Securities and Exchange Commission (the “SEC”) and National Medical Health Card Systems, Inc. (“NMHC”) intends to file a solicitation/recommendation statement on Schedule 14D-9, with respect to the Offer. BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain copies of these materials (and all other offer documents filed with the SEC) when available, at no charge on the SEC’s website: www.sec.gov. Copies can also be obtained at no charge by directing a request for such materials to SXC Health Solutions Corp., 2441 Warrenville Road, Lisle, Illinois 60532-3246, Attention: SXC Investor Relations or National Medical Health Card Systems, Inc., 26 Harbor Park Drive, Port Washington, New York 11050, Attention: Investor Relations Department. Investors and security holders may also read and copy any reports, statements and other information filed by SXC, Comet Merger Corporation or National Medical Health Card Systems, Inc. with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Forward-Looking Statements
This communication contains forward-looking statements. Forward-looking statements may be identified by words such as “believes”, “expects”, “anticipates”, “estimates”, “projects”, “intends”, “should”, “seeks”, “future”, continue”, or the negative of such terms, or other comparable terminology. Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors that could cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against NMHC or SXC and others following announcement of the merger agreement; (3) the inability to complete the Offer or the merger due to the failure to satisfy the conditions to the Offer and the merger, including SXC’s receipt of financing, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other required regulatory approvals; (4) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the Offer or the merger; (5) the ability to recognize the benefits of the merger; (6) the actual terms of the financing obtained in connection with the Offer and the merger; (7) legislative, regulatory and economic developments; and (8) other factors described in filings with the SEC. Many of the factors that will determine the outcome of the subject matter of this communication are beyond NMHC’s and SXC’s ability to control or predict. The companies can give no assurance that any of the transactions related to the Offer will be completed or that the conditions to the Offer and the merger will be satisfied. The companies undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. The companies are not responsible for updating the information contained in this communication beyond the published date, or for changes made to this communication by wire services or Internet service providers.
     
Contact Information
   
SXC Health Solutions Corp.
  National Medical Health Card Systems, Inc.
Corporate headquarters
  Corporate Office
2441 Warrenville Road, Suite 610
  26 Harbor Park Drive
Lisle, Illinois 60532-3642
  Port Washington, New York 11050
Tel: (800) 282-3232
  Tel: (800) 251-3883
Fax: (630) 577-3101
  Fax: (516) 605-6981
www.sxc.com
  www.nmhc.com
 
   
Jeff Park
  Stuart Diamond
Chief Financial Officer
  Chief Financial Officer
SXC Health Solutions Corp.
  NMHC
(630) 577-3206
  (516) 605-6640
investors@sxc.com
  sdiamond@nmhc.com
 
   
Dave Mason
  Evan Smith
Investor Relations — Canada
  Investor Relations
The Equicom Group Inc.
  Financial Dynamics
(416) 815-0700 ext. 237
  (212) 850-5606
dmason@equicomgroup.com
  evan.smith@fd.com
 
   
Susan Noonan
   
Investor Relations — U.S.
   
The SAN Group, LLC
   
(212) 966-3650
   
susan@sanoonan.com