2.2.0.7 false Recent Developments 0201 - Disclosure - Recent Developments true false false false 1 USD false false USD Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 USDEPS Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 Shares Standard http://www.xbrl.org/2003/instance shares xbrli 0 $ 2 Recent Developments [Abstract] 0 psys_RecentDevelopmentsAbstract psys false na duration Recent Developments. false false false false false true false false false false false false 1 false false false false 0 0 false false false xbrli:stringItemType string Recent Developments. false 3 Recent Developments 1 psys_RecentDevelopmentsTextBlock psys false na duration Recent Developments. false false false false false false false false false false false verboselabel false 1 false false false false 0 0   <div align="left" style="font-family: 'Times New Roman',Times,serif">   <div align="center" style="font-size: 10pt; margin-top: 0pt"><b></b> </div> <div align="left"> </div> <div align="center" style="font-size: 10pt"><b></b></div> <div align="center" style="font-size: 10pt"><b></b></div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b>1. Recent Developments</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">On May 16, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Universal Health Services, Inc., a Delaware corporation (“UHS”), and Olympus Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of UHS (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will be merged with and into us, with us continuing as the surviving corporation and a wholly-owned subsidiary of UHS (the “Merger”). </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">At the effective time of the Merger, each outstanding share of our common stock (the “Common Stock”), other than shares held in our treasury or owned by UHS or Merger Sub, or owned by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be cancelled and converted into the right to receive $33.75 in cash, without interest (the “Merger Consideration”), or an aggregate of approximately $2.0 billion. Including the assumption of approximately $1.1 billion in net debt, the total transaction consideration is approximately $3.1 billion. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">We made customary representations, warranties and covenants in the Merger Agreement. We are subject to a “no-shop” restriction on our ability to solicit third-party proposals, provide information and engage in discussions with third parties. The no-shop provision is subject to a “fiduciary-out” provision that allows us to provide information and participate in discussions with respect to third party proposals submitted after the date of the Merger Agreement if our Board of Directors (acting through the special committee of the Board of Directors (the “Special Committee”) or otherwise) determines in good faith (after consultation with its advisors) that such proposal is, or could reasonably be expected to result in, a “superior proposal,” as defined in the Merger Agreement, and that failure to take such actions would be inconsistent with our Board of Director’s fiduciary duties. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">The Merger Agreement contains termination rights, including if our Board of Directors (or the Special Committee) changes its recommendation to our stockholders if the failure to do so would be inconsistent with its fiduciary duties under applicable law, and provides that, upon the termination of the Merger Agreement, under specified circumstances, we will be required to reimburse UHS for its transaction expenses and that, under specified circumstances, we will be required to pay UHS a termination fee of $71.5 million. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">The parties to the Merger Agreement are entitled to specific performance of the terms and provisions of the Merger Agreement, in addition to any other remedy to which they are entitled, including damages for any breach of the Merger Agreement by the other party. Consummation of the Merger is not subject to a financing condition, but is subject to various other conditions, including adoption of the Merger Agreement by our stockholders, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and other customary closing conditions. On July 28, 2010, PSI and UHS each received a Request for Additional Information (“Second Request”) from the Federal Trade Commission (“FTC”) in connection with their filings under the HSR Act. The Second Request has the effect of extending the waiting period for an additional 30 calendar days from the date of both the parties’ substantial compliance with the request, unless the waiting period is terminated sooner by the FTC or voluntarily extended by the parties. The parties expect to close the transaction during the fourth quarter of 2010. Where this Quarterly Report on Form 10-Q discusses our future plans, strategies or activities, such discussion does not give effect to the proposed Merger. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">On November 2, 2009, we completed the sale of our employee assistance program (“EAP”) business for approximately $68.5 million in cash, net of fees and expenses. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">On September 30, 2009, we completed the acquisition of a 90-bed inpatient behavioral health care facility located in Panama City, Florida. On September 1, 2009, we completed the acquisition of a 131-bed inpatient behavioral health care facility located in Fargo, North Dakota. </div> </div>  <!-- Begin Block Tagged Note false false false us-types:textBlockItemType textblock Recent Developments. No authoritative reference available. false 1 2 false UnKnown UnKnown UnKnown false true