NDCHealth Announces Tender Offer and Consent Solicitation for 10-1/2% Senior Subordinated Notes Due 2012
09 Dezembro 2005 - 7:05PM
PR Newswire (US)
ATLANTA, Dec. 9 /PRNewswire-FirstCall/ -- NDCHealth Corporation
(NYSE:NDC) announced today that it has commenced a cash tender
offer and consent solicitation for its $200 million outstanding of
10-1/2% senior subordinated notes due 2012. The tender offer
expires at 12:00 midnight, U.S. Eastern time, on Monday, January 9,
2006, unless extended or earlier terminated. The consent
solicitation expires at 5:00 p.m., U.S. Eastern time, on Thursday,
December 22, 2005, unless extended or earlier terminated. The total
consideration per $1,000 principal amount of notes validly tendered
and not withdrawn will be based on a fixed spread of 50 basis
points over the yield of the 4-1/4% U.S. Treasury Note due November
30, 2007. The total consideration will be calculated at 2:00 p.m.,
U.S. Eastern time, on a date to be selected by NDCHealth, which
will be at least 10 business days prior to the tender offer
expiration date. All holders who validly tender their notes will
receive accrued and unpaid interest up to, but not including, the
date of payment of the notes. In connection with the tender offer,
NDCHealth is soliciting consents to certain proposed amendments to
eliminate substantially all of the restrictive covenants as well as
certain events of default and related provisions in the indenture
governing the notes. NDCHealth is offering to make a consent
payment of $30.00 per $1,000 principal amount of notes (which is
included in the total consideration described above) to holders who
validly tender their notes and deliver their consents on or prior
to December 22, 2005, unless the expiration date of the consent
solicitation is extended. Holders who validly tender and do not
validly withdraw their notes will receive payment if the conditions
to the tender offer and consent solicitation are satisfied or
waived and their notes are accepted for purchase. Holders may not
tender their notes without delivering consents or deliver consents
without tendering their notes. The consent payment of $30.00 per
$1,000 principal amount will not be paid to holders who tender
their notes after the expiration of the consent solicitation.
Tendered notes may not be withdrawn and consents may not be revoked
after the time NDCHealth and the trustee for the notes execute an
amendment to the indenture governing the notes to effect the
proposed amendments. The indenture amendment is expected to be
executed promptly following receipt of the requisite consents from
the note holders. Any extension, delay, termination or amendment of
the tender offer and consent solicitation will be publicly
announced as promptly as practicable. As previously announced on
August 29, 2005, NDCHealth entered into a definitive agreement with
Per-Se Technologies, Inc. (NASDAQ:PSTI) for Per-Se to acquire its
physician, hospital and retail pharmacy businesses. As part of the
transaction, Wolters Kluwer, based in Amsterdam, the Netherlands,
will purchase the pharmaceutical information management business
from NDCHealth. On December 2, 2005, NDCHealth and Per-Se announced
that each company will hold a special meeting of stockholders on
January 5, 2006, to approve matters relating to the proposed merger
between the two companies. The acquisition remains subject to other
closing conditions, including approval by shareholders of both
NDCHealth and Per-Se. The tender offer and consent solicitation are
subject to the satisfaction of certain conditions including: (1)
receipt of consents from holders of a majority in principal amount
of the outstanding notes, (2) completion of the sale of the
information management business to Wolters Kluwer and satisfaction
of the closing conditions of the proposed merger with Per-Se, and
(3) certain other customary conditions. The complete terms and
conditions of the tender offer and consent solicitation are
described in the Offer to Purchase and Consent Solicitation
Statement dated December 9, 2005, copies of which 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. NDCHealth has engaged Banc of America
Securities LLC to act as the exclusive dealer manager and
solicitation agent in connection with the transaction. 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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