Per-Se Technologies Completes Acquisition of NDCHealth Corporation
06 Janvier 2006 - 10:05PM
Business Wire
Per-Se Technologies, Inc. (Nasdaq: PSTI) today announced the
successful completion of its acquisition of NDCHealth Corporation
(NYSE: NDC). NDCHealth stockholders will receive $14.05 in cash and
0.2253 of Per-Se common stock for each share of NDCHealth. The
amount of Per-Se common stock is based on the weighted average
volume sales price of Per-Se common stock (as traded on the Nasdaq
National Market) for the 20 consecutive full trading days ending on
the third trading day prior to, but not including, the closing date
of the merger (January 6, 2006). The weighted average volume sales
price of Per-Se common stock for this period was $24.188. The
trading of NDCHealth common stock will be suspended before the
opening of the market on January 9, 2006. As approved by Per-Se
stockholders on January 5, 2006, the Company issued $200 million,
or approximately 8.3 million shares, of common stock in connection
with the acquisition. The Company also secured financing in the
form of a new senior credit facility consisting of a $435 million
Term Loan B and a $50 million revolving credit facility. The Term
Loan B bears interest at a rate of LIBOR plus 2.25% and matures in
seven years. The revolving credit facility has an interest rate
that varies between LIBOR plus 1.50% and LIBOR plus 2.50%, based on
performance, and matures in five years. The Company has incurred no
borrowings under the revolving credit facility. All outstanding
debt of NDCHealth was retired in connection with the closing of the
transaction. Acquisition Expected to be Earnings and Cash Flow
Accretive in 2006 Per-Se expects to provide financial guidance on
the combined company when it releases fourth quarter 2005 earnings
in early March 2006. Per-Se continues to expect that its
acquisition of NDCHealth will be accretive to diluted earnings per
share and significantly accretive to cash flow per share in 2006.
As part of the transaction, Wolters Kluwer, based in Amsterdam, the
Netherlands, purchased the pharmaceutical information management
business from NDCHealth. About Per-Se Technologies Per-Se
Technologies (Nasdaq: PSTI) is the leader in Connective Healthcare.
Connective Healthcare solutions from Per-Se enable healthcare
providers to achieve their income potential by creating an
environment that streamlines and simplifies the complex
administrative burden of providing healthcare. Per-Se's Connective
Healthcare solutions help reduce administrative expenses, increase
revenue and accelerate the movement of funds to benefit providers,
payers and patients. More information about Alpharetta,
Georgia-based Per-Se is available at www.per-se.com. Safe Harbor
Statement 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 companies. 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 Per-Se makes 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. Editor's note: Per-Se Technologies is a registered
trademark of Per-Se Technologies, Inc. All other trademarks are the
property of their respective owners.
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