425 1 c24278be425.htm FILING PURSUANT TO RULE 425 e425
 

Filed by National Medical Health Card Systems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-9(a) under
the Securities Exchange Act of 1934, as amended
Subject Company: National Medical Health Card Systems, Inc.
Commission File No. 000-26749


 

SXC HEALTH SOLUTIONS CORP. TO ACQUIRE NATIONAL
MEDICAL HEALTH CARD SYSTEMS, INC.
    Compelling strategic fit with highly complementary businesses
    Transaction creates leader in Pharmacy Spend Management
    $12-14 million of expected annual synergies identified
    Transaction expected to be accretive to earnings per share in 2009
LISLE, IL, and PORT WASHINGTON, NY, February 26, 2008 - SXC Health Solutions Corp. (“SXC” or the “Company”) (NASDAQ: SXCI, TSX: SXC) and National Medical Health Card Systems, Inc. (“NMHC”) (NASDAQ: NMHC) today announced that the two companies have entered into a definitive agreement for SXC to acquire NMHC pursuant to an exchange offer. The purchase price will be funded with a combination of 70% cash and 30% SXC stock, resulting in a transaction value of approximately $143 million, or an estimated $11.00 per share of NMHC using the 20-day average closing price of SXC stock to value the share portion of the consideration. This represents a 13% premium to the 20-day average closing price of NMHC common stock. The boards of directors of both companies have unanimously approved the transaction, with NMHC’s majority shareholders representing approximately 55% of the total NMHC common shares outstanding on an as-converted basis having agreed to tender shares into the offer pursuant to the terms of a stockholder agreement.
The acquisition is expected to close in the second quarter of 2008, and is subject to various closing conditions, including a requisite number of NMHC common shares being tendered into the offer, SXC obtaining financing pursuant to a commitment letter with GE Healthcare Financial Services and regulatory approvals. SXC expects to begin to realize synergies in the first year, while continuing to invest in the migration of NMHC’s claims processing systems to the SXC platform. Excluding special items and including anticipated synergies, SXC expects the acquisition to be dilutive to SXC’s EPS in fiscal 2008 and accretive thereafter.
“The acquisition of NMHC is an essential step in our strategic evolution towards leadership in Pharmacy Spend Management and will create value for the companies’ customers, employees, and shareholders,” said Gordon S. Glenn, SXC’s Chairman and CEO. “NMHC’s base of 300 customers and 2.3 million lives under management, coupled with its established mail-order and specialty pharmacy operations, expands the capabilities of our full-service PBM offering and is complementary to our traditional software license and ASP business,” said Gordon S. Glenn, SXC’s Chairman and CEO. “In addition, NMHC has valuable relationships with industry consultants and provides us with a customer base that has critical mass with third-party administrators, managed Medicaid, state governments and Taft-Hartley organizations. This transaction helps us achieve our goal of providing a broad customer base with a comprehensive suite of technology and benefits-management services under a flexible and transparent pricing model.”
Mr. Glenn continued, “SXC has a truly unique business model, offering our clients a pathway for control of their pharmacy benefits program based upon their individual needs. We continue to invest aggressively in our core license and ASP processing offerings, and now with the acquisition of NMHC, we have greatly enhanced the capabilities of our informedRx™ full service PBM offering. We are the only company in the PBM space to offer customers such a broad portfolio of solutions.”
After closing, SXC’s competitive position will center on an innovative mix of market expertise, information technology, clinical capability, scale of operations and mail order and specialty pharmacy offerings. The combined company will be uniquely positioned to service 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. The combined company also is also expected to benefit from cost synergies and enhanced opportunities for revenue growth and increased profitability.
“We believe that our strengths in providing a full-service suite of PBM offerings will blend well with SXC’s leadership in PBM information technology,” said Tom Erickson, NMHC’s Chairman and interim CEO. “We are looking forward to partnering with SXC to leverage their technical and market expertise to continue to strengthen and grow our own business. SXC is an emerging leader in the PBM industry with a strong financial foundation. We believe that our employees and shareholders will be pleased with the new opportunities the combined company offers.”
“We are also excited about the opportunity this combination offers us to better serve our customers,” Mr. Erickson continued. “The combination enhances our capabilities with advanced technology, new clinical programs, an expanded customer service organization, and increased financial flexibility. Furthermore, leveraging SXC’s technology will enable us to provide our customers with better execution, more sophisticated reporting, and expanded capabilities in areas such as Medicare Part D. We also believe our strong PBM skill set and culture will merge well with SXC’s informedRx™ offering, helping us move forward with SXC to offer a compelling and competitively differentiated market offering.”
Terms of the Transaction
A subsidiary of SXC will commence an exchange offer for shares of NMHC common stock. Tendering stockholders will receive $7.70 in cash and 0.217 shares of SXC common stock. If completed, the exchange offer will be followed by a back-end merger for the same consideration as that offered in the exchange offer. Under certain circumstances, SXC and NMHC have agreed that SXC will terminate the exchange offer and will instead seek to consummate the acquisition of NMHC by a one-step merger following the adoption of the merger agreement by NMHC’s stockholders. The exchange ratio is fixed, and will not fluctuate with changes in the market price of either stock, as such, approximately 2.9 million shares of SXC common stock will be issued for the transaction to be completed. SXC will finance a portion of the purchase price through a secured $48.0 million Term Loan combined with a $10.0 million revolver from a syndicate led by GE Healthcare Financial Services.
As a result of the transaction, the combined company expects to have approximately 24.0 million basic shares outstanding after the acquisition is complete, composed of 21.0 million currently outstanding shares of SXC common stock and 2.9 million shares of SXC common stock to be issued to NMHC shareholders.
Financial Considerations
SXC has identified synergy opportunities in operating expenses, revenue and capital expenditures. Expected synergy opportunities include approximately $6.0-8.0 million of cost savings and revenue opportunities in the first 12 months post-closing. This is expected to increase to $12.0-14.0 million or more in year two. SXC believes 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.
It is anticipated that the combined balance sheet will include unrestricted cash in excess of $24.0 million and long-term debt of approximately $48.0 million.
The combined company will be headquartered in Lisle, Illinois, under the leadership of Gordon S. Glenn as Chairman and CEO. Mark Thierer of SXC will remain President and COO and Jeff Park, Senior Vice President, CFO and Secretary of SXC will serve in the same capacity. The parent company will continue to be SXC Health Solutions Corp. and NMHC will be treated as a wholly-owned subsidiary of the U.S. company (SXC Health Solutions, Inc.) and renamed informedRx™. Both SXC and NMHC currently have approximately 440 employees.

 


 

Advisors
In connection with the transaction, Houlihan Lokey is acting as financial advisor to SXC, Healthcare Growth Partners as strategic advisor and Sidley Austin LLP is legal counsel. JP Morgan is advising NMHC and Bass, Berry & Sims PLC is legal counsel.
Conference Call and Additional Materials
SXC and NMHC will hold a live combined conference call and simultaneous audio webcast with PowerPoint slides on Tuesday, February 26, 2008 at 8:30 a.m. ET to discuss this announcement. The conference call can be accessed by dialing 800-591-7539, or 416-644-3427. The webcast can be accessed through the investor section of SXC’s website at www.sxc.com or at www.newswire.ca. A telephone replay of the call will be available through March 4, 2008 and can be accessed by calling 877-289-8525, or 416-640-1917, and entering the passcode 21263905; a replay of the webcast will also be available at www.sxc.com
The press release, PowerPoint slides, Fact Sheet, conference call replay and transcript, and Q&A, will be available in the afternoon on Tuesday February 26, 2008 at www.sxc.com.
About NMHC
National Medical Health Card Systems, Inc. provides pharmacy benefit management (PBM) services in the United States. Its PBM services include electronic point-of-sale pharmacy claims management, retail pharmacy network management, mail service pharmacy claims management, specialty pharmacy claims management, Medicare Part D services, benefit design consultation, preferred drug management programs, drug review and analysis, consulting services, data access, and reporting and information analysis. It also owns and operates a mail service pharmacy and a specialty pharmacy. The company markets its services through direct sales force, brokers, and consultants. It serves managed care organizations, local governments, unions, corporations, health maintenance organizations, employers, workers’ compensation plans, third party health care plan administrators, and federal and state government programs through its network of licensed pharmacies. The company was founded in 1981 and is headquartered in Port Washington, New York.
About SXC Health Solutions Corp.
SXC Health Solutions Corp. (SXC) is a leading provider of pharmacy benefits management (PBM) services and healthcare IT solutions to the healthcare benefits management industry. The Company’s product offerings and solutions combine a wide range of software applications, application service provider (ASP) processing services and professional services, designed for many of the largest organizations in the pharmaceutical supply chain, such as Federal, provincial, and, state and local governments, pharmacy benefit managers, managed care organizations, retail pharmacy 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 more information please visit www.sxc.com.
             
For more information, please contact:        
Jeff Park
  Dave Mason   Susan Noonan   Stuart Diamond
Chief Financial Officer
  SXC Investor Relations — CDN   SXC Investor Relations — U.S.   CFO
SXC Health Solutions Corp.
  The Equicom Group Inc.   The SAN Group, LLC   NMHC
Tel: (630) 577-3206
  (416) 815-0700 ext. 237   (212) 966-3650   (516) 605-6640
 
           
investors@sxc.com
  dmason@equicomgroup.com   susan@sanoonan.com   sdiamond@nmhc.com

 


 

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.

 


 

SXC Acquisition of NMHC Gordon Glenn, Chairman & CEO, SXC Mark Thierer, President & COO, SXC Jeff Park, SVP Finance & CFO, SXC Tom Erickson, Chairman & CEO, NMHC


 

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. Important Information


 

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. Forward-Looking Statements


 

Acquisition Announcement Unique mix of assets: information technology clinical capability scale of operations mail order specialty pharmacy Positioned to service a diversified mix of over 350 healthcare payors: Health plans Medicare Managed and fee-for-service state Medicaid plans Long-term care facilities Unions Third-party administrators (TPAs) Self-insured employers SXC and NMHC to create a strategic solution for Pharmacy Spend Management


 

Transaction Rationale Introduces the strategic solution for Pharmacy Spend Management across the healthcare continuum Expands capabilities of full-service PBM Complements traditional software license and ASP business Increases scale of informedRx(tm) operations Enhances customer diversification Adds over two dozen valuable relationships with industry consultants and brokers Offers significant revenue and cost synergies


 

Combined Company Highly complementary capabilities combining SXC's PBM technology expertise and NMHC's leadership in traditional PBM services Maintains legacy software license and ASP processing businesses while enhancing capabilities and competitiveness of PBM services group (informedRx) for customers needing comprehensive or 'a la carte' solutions NMHC's 2.3mm lives added to SXC's 1.5mm will drive economies of scale to negotiate better deals from manufacturers and pharmacies improves competitiveness and profitability for transparent offering Combined company with more than $700mm in annual revenue* Headquarters: Lisle, IL with offices in the US and Canada SXC has 6 locations NMHC has 8 locations Approximately 880 employees the strategic solution for Pharmacy Spend Management *combined revenue total for the respective trailing twelve month reporting periods


 

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 All 8 board members from SXC


 

SXC Strategy The Strategic Solution for Pharmacy Spend Management(tm)


 

Payor Market Services SXC NMHC Combined Technology Platform Transaction Processing a la carte PBM Services Traditional PBM services Clinical Management Mail Order Specialty


 

Diversified Client Mix SXC Client Mix NMHC Client Mix Combined Client Mix Unions Unions PBM Government Government LTC Other Other Employer/ TPA Employer/ TPA Health Plans Health Plans Employer/ TPA Government LTC Health Plans PBM Other


 

Tom Erickson, Chairman & CEO, NMHC


 

Financial Overview Jeff Park, SVP Finance & CFO, SXC


 

Terms of the Transaction Estimated(1) transaction value: $143mm or $11.00 per NMHC share (common and preferred on an as-converted basis) Consideration components: 70% cash/30% in SXC shares Approximately $100mm cash $48mm of purchase price financed via a Term Loan SXC will issue approx. 2.9mm common shares Expected closing: Q2 2008 Fixed exchange ratio: no collars 24mm 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 (1) Using the 20 day average closing price for SXC at time of announcement


 

Combined Financials Identified synergy opportunities in operating expenses, revenue and capital expenditures $6-8mm of expected cost savings and revenue opportunities in the first 12 months $12-14mm 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 Strong Balance Sheet: expected to have $24mm in cash and $48mm in long-term debt


 

Net Revenue Mix SXC Revenue Mix NMHC Gross Profit Mix Combined Net Revenue Mix Transaction Processing Maintenance Professional Services 9% 29% 18% 8% 4% 16% 55% 11% 9% 6% 91% 44% System Sales PBM/Mail Specialty


 

Financial Overview SXC NMHC NMHC (All numbers in millions) TTM to Sept 30, 2007 TTM to Dec 31, 2007 Quarter-ended Dec 31, 2007 Revenues $91.6 $624.8 $168.9 Gross Profit $53.9 $82.6 $20.6 % Margin 58.8% 13.2% 12.2% Operating Margin % 13.9% -0.1% 0.2% EBITDA (including stock-based compensation)* $17.7 $2.6 $2.3 % Margin 19.3% 0.4% 1.3% Net income (loss) $12.6 $(3.3) $0.8 Earnings (loss) per share $0.58 ($1.20)** $0.12** Shares outstanding (f/d) 21.8 12.9 12.9 Source: Yahoo Finance and SXC Financial Statements *EBITDA is a non-GAAP measure and includes stock-based compensation **Per common share


 

Outlook Mark Thierer, President & COO, SXC


 

Key Growth Objectives Increased Transaction Volumes Add new customers Existing customers expand their base Organic market growth Increase Price Per Transaction Sell additional PBM services to new and existing customers Can be purchased on a full-service or a-la-carte basis "Pull-through" PBM products/services to established customer base Mail-order Specialty pharma Retail network management


 

Key Growth Strategies Aggressively pursue opportunities where SXC's unique portfolio of solutions fit hand-in-glove with emerging market needs. Sell informedRx(r) Solution Self-insured employers, unions and governments Small to medium sized health plans Target large Public Sector fee-for-service opportunities State Medicaid Federal plans Provincial plans Aggressively pursue large health plan technology upgrades Sell Resident Care Management(tm) offerings throughout the LTC/Institutional Pharmacy market


 

Transaction Summary Combined company will be a leader in Pharmacy Spend Management across the healthcare continuum Highly complementary capabilities across service offering Solution offerings range from licensed technology platforms to full PBM services Significant identifiable cost and revenue synergies Experienced management team Strong balance sheet


 

Contact Info SXC Health Solutions, Inc. Jeff Park, Chief Financial Officer, SXC Health Solutions, Inc., (630) 577-3206, investors@sxc.com Dave Mason, Investor Relations - Canada, The Equicom Group Inc., (416) 815-0700 ext. 237, dmason@equicomgroup.com Susan Noonan, Investor Relations - U.S., The SAN Group, LLC, (212) 966-3650, susan@sanoonan.com NMHC Stuart Diamond, Chief Financial Officer, NMHC, (516) 605-6640, sdiamond@nmhc.com Evan Smith, Investor Relations, Financial Dynamics, (212) 850-5606, evan.smith@fd.com


 

Summary Non-GAAP Financial Measure Non-GAAP Financial Measure SXC reports its financial results in accordance with Canadian generally accepted accounting principles ("GAAP"). SXC's management also evaluates and makes operating decisions using various other measures. One such measure is EBITDA, which is a non-GAAP financial measure. SXC's management believes that this measure provides useful supplemental information regarding the performance of SXC's business operations. EBITDA is a non-GAAP measure that management believes is a useful supplemental measure of operating performance prior to net interest income (expense), income taxes, depreciation, amortization, debt service, and certain other one-time charges. Management believes it is useful to exclude depreciation, amortization and net interest income (expense) as these are essentially fixed amounts that cannot be influenced by management in the short term. Lastly, debt service and certain other one-time charges (including lease termination charges and losses on disposals of capital assets) are excluded as these are not recurring items. Management believes that EBITDA provides useful supplemental information to management and investors regarding the performance of the Company's business operations and facilitates comparisons to its historical operating results. Management also uses this information internally for forecasting and budgeting as it believes that the measure is indicative of the Company's core operating results. Note however, that EBITDA is a performance measure only, and it does not provide any measure of the Company's cash flow or liquidity. Non- GAAP financial measures should not be considered as a substitute for measures of financial performance in accordance with GAAP, and investors and potential investors are encouraged to review the reconciliation of EBITDA. EBITDA does not have a standardized meaning prescribed by GAAP. The Company's method of calculating EBITDA may differ from the methods used by other companies and, accordingly, it may not be comparable to similarly titled measures used by other companies.