NDCHealth Announces Pricing Terms in Connection With Its Tender Offer and Consent Solicitation for 10-1/2% Senior Subordinated N
05 Janvier 2006 - 11:00PM
PR Newswire (US)
ATLANTA, Jan. 5 /PRNewswire-FirstCall/ -- NDCHealth Corporation
(NYSE:NDC) announced today the pricing terms of its previously
announced tender offer and consent solicitation for its $200
million outstanding of 10-1/2% senior subordinated notes due 2012
(the "Notes"). The total consideration for each $1,000 principal
amount of Notes validly tendered and not withdrawn prior to
December 22, 2005, the consent payment deadline, is $1,149.49,
which includes a consent payment of $30.00 per $1,000 principal
amount of Notes. The total consideration was determined by
reference to a fixed spread of 50 basis points over the yield of
the 4-1/4% U.S. Treasury Note due November 30, 2007, which was
calculated at 2:00 p.m., New York City time, today. The reference
yield and offer yield are 4.343% and 4.843%, respectively. Holders
whose Notes were validly tendered and not withdrawn on or before
the consent payment deadline and were accepted for purchase by the
Company will receive accrued and unpaid interest on the Notes up
to, but not including, the initial payment date for the offer,
which is expected to be on January 6, 2006. Holders whose Notes are
validly tendered after the consent payment deadline, but on or
prior to 5:00 p.m., New York City time, on January 19, 2006, the
expiration date, and accepted for purchase by the Company will
receive the tender offer consideration of $1,119.49 per $1,000
principal amount of Notes tendered plus accrued and unpaid interest
on the Notes up to, but not including, the final payment date for
the Offer, which is expected to be on or about January 20, 2006.
Holders whose notes are tendered after the consent payment deadline
will not receive the consent payment. 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 dated December
9, 2005. 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 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 Notes are 639480AC6 and 639480AB8. This
communication is being made in respect of the proposed merger
involving NDCHealth Corporation and Per-Se Technologies
(NASDAQ:PSTI). 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. 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. 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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