
| | 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 |
| | 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 |
| | Introduces the strategic solution for pharmacy spend management across the healthcare continuum | |
| | Expands capabilities of SXCs 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 |
| | 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 |
| | 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 |
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 |