The TriZetto Group, Inc. (NASDAQ: TZIX) today announced the closing of its previously disclosed offering of $200 million principal amount of Convertible Senior Notes due 2012, and an additional $30 million principal amount of notes upon exercise by the initial purchasers of their over-allotment option. The notes were sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

Interest on the notes will be paid semiannually at a rate of 1.125% per year. The notes will be convertible upon the occurrence of specified events into cash, shares of TriZetto common stock, or a combination of cash and shares of common stock, at TriZetto's option. The initial all stock conversion rate is 45.5114 shares of TriZetto's common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $21.97, or a 17.5% conversion premium based on the last reported sale price of $18.70 per share of TriZetto's common stock on April 11, 2007.

The net proceeds from this offering, including proceeds from the exercise in full by the initial purchasers of their over-allotment option, are approximately $223.1 million, after deducting estimated underwriters' discount. TriZetto's use of the proceeds includes funding the net cost of the convertible note hedge and warrant transactions and expenses related to the offering. The remaining proceeds are expected to be used for working capital and certain other purposes, including repayment of debt, repurchase of TriZetto common stock or acquisitions.

As noted above, TriZetto used a portion of the proceeds of the offering to pay the net cost of the convertible note hedge and warrant transactions entered into in connection with the offering. The convertible note hedge transactions are intended to reduce the dilution to TriZetto's common stock upon potential future conversion of the notes. The convertible note hedge transactions have an exercise price equal to the conversion price of the notes. TriZetto also entered into separate warrant transactions, with affiliates of one or more of the initial purchasers, which have an exercise price that is 70% higher than the last reported sale price of TriZetto's common stock on April 11, 2007, or $31.79 per share. This raises the effective conversion premium to the company to 70%.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The notes and the underlying common stock issuable upon conversion have not been registered under the Securities Act or any applicable state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements.

The statements in this press release regarding the timing of the proposed private placement and its terms are forward-looking statements that involve risks and uncertainties, including, but not limited to, market conditions and the price and market for the securities being offered.