NDCHealth Announces Results to Date of Tender Offer and Execution of Supplemental Indenture
22 Décembre 2005 - 2:50PM
PR Newswire (US)
ATLANTA, Dec. 22 /PRNewswire-FirstCall/ -- NDCHealth Corporation
(NYSE:NDC) announced today the results to date of the previously
announced tender offer and consent solicitation for its $200
million outstanding of 10-1/2% senior subordinated notes due 2012.
As of 5:00 p.m. New York City time today, the company received
tenders and consents from holders of $122.6 million in aggregate
principal amount of the Notes, representing approximately 61.3% of
the outstanding Notes. Accordingly, the requisite consents to adopt
the proposed amendments to the indenture governing the Notes,
including shortening the redemption notification period from 30
days to three days, have been received, and a supplemental
indenture to effect the proposed amendments described in the Offer
to Purchase and Consent Solicitation Statement dated December 9,
2005 has been executed. Adoption of the proposed amendments
required the consent of holders of at least a majority of the
aggregate principal amount of the outstanding Notes. As the company
has executed the supplemental indenture, tendered Notes may no
longer be withdrawn and consents delivered may no longer be
revoked, except in the limited circumstances described in the Offer
to Purchase and Consent Solicitation Statement. However, the
amendments will not become operative until the Notes are accepted
for payment pursuant to the terms of the tender offer. The tender
offer remains open and is scheduled to expire at 12:00 midnight,
New York City time, on Monday, January 9, 2006, unless extended.
The completion of the tender offer and consent solicitation is
subject to the satisfaction or waiver by the company of a number of
conditions, as described in the Offer to Purchase and Consent
Solicitation Statement. Copies of the Offer to Purchase and Consent
Solicitation Statement may be obtained from MacKenzie Partners,
Inc., the information agent for the transaction, at (800) 322-2885
(US toll free) or, for bankers and brokers (212) 929-5500.
Questions may be directed to Banc of America Securities LLC, High
Yield Special Products, at (888) 292-0070 (US toll-free) and (704)
388-9217 (collect). This press release contains statements that
constitute "forward-looking statements" within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934,
both as amended by the Private Securities Litigation Reform Act of
1995. These statements are based on the current expectations of
management of both NDCHealth and Per-Se Technologies. There are a
number of risks and uncertainties that could cause actual results
to differ materially from the expectations of management. You are
encouraged to consult the filings which each of NDCHealth and
Per-Se make with the Securities and Exchange Commission for more
information concerning such risks and uncertainties. You are
cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date stated, or if no date is
stated, as of the date of this press release. This announcement is
not an offer to purchase, a solicitation of an offer to purchase or
a solicitation of consents with respect to any securities. The
tender offer and consent solicitation are being made solely by the
Offer to Purchase and Consent Solicitation Statement dated December
9, 2005. The CUSIP numbers for the subordinated senior notes are
639480AC6 and 639480AB8. This communication is being made in
respect of the proposed merger involving NDCHealth Corporation and
Per-Se Technologies. This communication shall not constitute an
offer of any securities for sale. Per-Se and NDCHealth have filed
with the SEC a registration statement on Form S-4 that includes a
joint proxy statement/prospectus and other relevant documents
concerning the proposed merger. Stockholders of NDCHealth and
Per-Se are urged to read the registration statement and the joint
proxy statement/prospectus, and any other relevant documents filed
with the SEC, because they contain important information. You may
obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website
(http://www.sec.gov/). You may also obtain these documents, free of
charge, from NDCHealth's website (http://www.ndchealth.com/) under
the tab "Investor Relations" through the "SEC Filing" link or from
Per-Se's website (http://www.per-se.com/) under the tab "Investors"
through the "SEC Filing" link. DATASOURCE: NDCHealth Corporation
CONTACT: Robert P. Borchert, VP-Investor Relations of NDCHealth
Corporation, +1-404-728-2906, or Web site:
http://www.ndchealth.com/ http://www.per-se.com/
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