ATLANTA, Jan. 6 /PRNewswire-FirstCall/ -- NDCHealth Corporation today reported that the Company’s stockholders approved the proposed merger agreement between NDCHealth and Per-Se Technologies, Inc. . At a special meeting of stockholders held yesterday, more than 96% of the shares voted approved the proposal. The merger is expected to close promptly.
Upon the closing of the merger, holders of NDCHealth common stock will receive total consideration of $19.50 for each share held. Each share of NDCHealth common stock will be converted into the right to receive $14.05 in cash, plus a number of shares of Per-Se common stock equal to $5.45 divided by an applicable price per share of Per-Se common stock. Unless Per-Se makes certain issuances of common stock prior to the closing, the applicable price per share of Per-Se common stock will be the average of the volume weighted sales prices per share of Per-Se common stock 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.
About NDCHealth
NDCHealth is a leading information solutions company. Its systems and network solutions automate the exchange of information among pharmacies, payers, hospitals and physicians, and help improve operational efficiencies and business decision making for providers. For more information, please visit www.ndchealth.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.
Important Legal Information
This communication is being made in respect of the proposed merger involving Per-Se Technologies and NDCHealth Corporation. This communication shall not constitute an offer of any securities for sale. Per-Se has 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. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from NDCHealth’s website (www.ndchealth.com) under the tab “Investor Relations” through the “SEC Filing” link or from Per-Se’s website (www.per-se.com) under the tab “Investors” through the “SEC Filing” link.
NDCHealth Corporation
CONTACT: Robert P. Borchert, VP-Investor Relations of NDCHealthCorporation, +1-404-728-2906, or robert.borchert@ndchealth.com