LISLE, IL and PORT WASHINGTON, NY,
The exchange offer is scheduled to expire at
The Board of Directors of NMHC has unanimously recommended that NMHC
stockholders tender their shares of NMHC common stock in the offer. A more
detailed description of this recommendation can be found in the
Solicitation/Recommendation Statement on Schedule 14D-9 that NMHC is filing
with the SEC today,
Concurrently with the execution of the merger agreement, SXC entered into
stockholder agreements with NMHC and each of New Mountain Partners, L.P. and
New Mountain Affiliated Investors, L.P. (collectively, "New Mountain"). In
connection with the stockholder agreements, New Mountain agreed to tender all
of its shares of NMHC stock within five business days of the commencement of
the exchange offer. As of
NMHC stockholders are urged to read carefully the offer documents and NMHC's Solicitation/Recommendation Statement. Copies of these documents may be obtained at no charge from the website maintained by the SEC at www.sec.gov. Copies of the offer documents may also be obtained at no charge from Kingsdale Shareholder Services, Inc., the Information Agent for the offer, toll-free at 1-866-851-3215.
About SXC ---------
SXC is a leading provider of pharmacy benefits management ("PBM") services
and healthcare IT solutions to the healthcare benefits management industry.
SXC'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:
About NMHC
----------
NMHC provides PBM services in the
Additional Information
----------------------
A registration statement relating to the SXC common shares being offered is being filed today with the SEC but has not yet become effective. Such securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. SXC is also filing today with the SEC a Schedule TO with respect to the exchange offer. NMHC is also filing today with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the exchange offer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offer may only be made pursuant to the Prospectus and the accompanying Letter of Transmittal, which are included in the offer materials. SXC and NMHC are mailing today the Prospectus and related exchange offer materials, as well as the Schedule 14D-9, to NMHC stockholders. NMHC STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE DOCUMENTS AND THE OTHER DOCUMENTS RELATING TO THE EXCHANGE OFFER BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION RELATING TO THE OFFER. You may obtain a free copy of these documents, and other annual, quarterly and special reports, proxy statements and other information filed with the SEC by SXC or NMHC, at the SEC's website at www.sec.gov. A free copy of the exchange offer materials may also be obtained from SXC, NMHC or Kingsdale Shareholder Services, Inc., the Information Agent for the exchange offer, toll-free at 1-866-851-3215.
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.
SOURCE SXC Health Solutions, Inc.