SAN JOSE, Calif., March 2 /PRNewswire-FirstCall/ -- At Neoforma, Inc.'s annual meeting of stockholders today, the Company's stockholders voted to adopt the definitive agreement and plan of merger by and among Neoforma, Global Healthcare Exchange, LLC (GHX) and Leapfrog Merger Corporation. Under the terms of the merger agreement, Leapfrog Merger Corporation will be merged with and into Neoforma, and Neoforma will become a wholly owned subsidiary of GHX upon the closing of the transaction.
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VHA Inc. and University HealthSystem Consortium (UHC), which respectively owned approximately 41.5 percent and 10.3 percent of Neoforma's outstanding common stock as of January 12, 2006, the record date for the annual meeting, had previously agreed to vote their shares in favor of the adoption of the merger agreement. In addition, at the annual meeting, a majority of the shares other than those owned by VHA and UHC voted to approve the adoption of the merger agreement. Under the terms of the merger agreement, Neoforma stockholders other than VHA and UHC will receive $10 for each share of Neoforma stock that they hold, payable in cash. VHA and UHC will receive $10 per share, payable in cash, for certain of their shares in Neoforma, and will exchange the remainder of their shares for equity ownership positions in GHX.
Neoforma and GHX expect to complete the acquisition on Friday, March 3, 2006. Upon completion of the merger, Neoforma will no longer be a public company and its securities will no longer be traded on the Nasdaq National Market (Nasdaq). Therefore, upon completion of the merger, Nasdaq will institute a permanent halt in the trading of Neoforma's securities on Nasdaq, and Neoforma's securities will cease to be listed on Nasdaq as of that time.
Neoforma is a leading supply chain management solutions provider for the healthcare industry. Through a unique combination of technology, information, and services, Neoforma provides innovative solutions to over 1,800 hospitals and suppliers, supporting more than $15 billion in annualized transaction volume. By bringing together contract information and order data, Neoforma's integrated solution set delivers a comprehensive view of an organization's supply chain, driving cost savings and better decision-making for both hospitals and suppliers. For more information, point your browser to www.neoforma.com.
This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements relating to the timing of the closing of the merger with GHX. There are a number of risks that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks include the risk that conditions to the closing of the merger with GHX may not be satisfied when expected, or at all, and the risk that the merger may not close when expected, or at all. These risks and other risks are described in Neoforma's proxy statement dated January 23, 2006 and filed with the SEC. These statements are current as of the date of this release and Neoforma assumes no obligation to update the forward-looking information contained in this news release.
NOTE: Neoforma is a trademark of Neoforma, Inc. Other Neoforma logos, product names and service names are also trademarks of Neoforma, Inc., which may be registered in other countries. Other product and brand names are trademarks of their respective owners.
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