/C O R R E C T I O N -- NDCHealth Corporation/
22 Dezembro 2005 - 1:30PM
PR Newswire (US)
In the news release, NDCHealth Announces Results to Date of Tender
Offer and Execution of Supplemental Indenture, issued earlier today
by NDCHealth Corporation (NYSE: NDC) over PR Newswire, we are
advised by the company that the first paragraph, second sentence,
should read "As of 5:00 p.m. New York City time on Dec. 21, 2005,
the company received valid tenders and consents from holders of
$122.6 million in aggregate principal amount of the Notes,
representing approximately 61.3% of the outstanding Notes."
Additionally, the third paragraph should begin with the sentence
"Holders still have until 5:00 p.m., New York City time today, Dec.
22, 2005, the consent payment deadline, to tender and receive the
total consideration, which includes the consent payment." Complete,
corrected release follows: ATLANTA, Dec. 22 /PRNewswire-FirstCall/
-- NDCHealth Corporation (NYSE:NDC) announced today the results to
date of the previously announced tender offer and consent
solicitation for its $200 million outstanding of 10-1/2% senior
subordinated notes due 2012. As of 5:00 p.m. New York City time on
Dec. 21, 2005, the company received valid tenders and consents from
holders of $122.6 million in aggregate principal amount of the
Notes, representing approximately 61.3% of the outstanding Notes.
Accordingly, the requisite consents to adopt the proposed
amendments to the indenture governing the Notes, including
shortening the redemption notification period from 30 days to three
days, have been received, and a supplemental indenture to effect
the proposed amendments described in the Offer to Purchase and
Consent Solicitation Statement dated December 9, 2005 has been
executed. Adoption of the proposed amendments required the consent
of holders of at least a majority of the aggregate principal amount
of the outstanding Notes. As the company has executed the
supplemental indenture, tendered Notes may no longer be withdrawn
and consents delivered may no longer be revoked, except in the
limited circumstances described in the Offer to Purchase and
Consent Solicitation Statement. However, the amendments will not
become operative until the Notes are accepted for payment pursuant
to the terms of the tender offer. Holders still have until 5:00
p.m., New York City time today, Dec. 22, 2005, the consent payment
deadline, to tender and receive the total consideration, which
includes the consent payment. The tender offer remains open and is
scheduled to expire at 12:00 midnight, New York City time, on
Monday, January 9, 2006, unless extended. 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. 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 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. PRNewswire-FirstCall -- Dec. 22
DATASOURCE: NDCHealth Corporation Web site:
http://www.ndchealth.com/ http://www.per-se.com/
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