Superior Consultant Enters Into Definitive Agreement With ACS
18 Dezembro 2004 - 12:02AM
PR Newswire (US)
Superior Consultant Enters Into Definitive Agreement With ACS
DEARBORN, Mich., Dec. 17 /PRNewswire-FirstCall/ -- Superior
Consultant Holdings Corporation (NASDAQ:SUPC) today announced that
it has signed a definitive merger agreement with Affiliated
Computer Services, Inc. (NYSE:ACS) pursuant to which ACS would
acquire all of the outstanding shares of Superior Consultant
Holdings Corporation for a cash price of $8.50 per share. The board
of directors of each company has unanimously approved the
transaction. Under the terms of the definitive agreement, a wholly
owned subsidiary of ACS will commence a cash tender offer to
acquire all of Superior's outstanding shares at a price of $8.50
per share. Following successful completion of the tender offer, any
remaining shares of Superior will be acquired in a cash merger at
the same price. It is expected that the transaction will close in
the first quarter of 2005. Upon completion of the transaction,
Superior's healthcare management and IT consulting and healthcare
IT outsourcing services will be combined with ACS' provider
healthcare business capabilities to create a market-leading
healthcare services offering. Together, the companies will form ACS
Healthcare Services, which will immediately rank among the leading
healthcare IT outsourcing (ITO) specialists providing consulting,
ITO, applications integration and maintenance, revenue-cycle
management, Business Process Outsourcing (BPO), and analytic
products to the healthcare community. Richard Helppie, Superior
Consultant Holding's founder and Chief Executive Officer will
become Managing Director of the new line of business, responsible
for all commercial healthcare provider services at ACS. Helppie,
along with Superior's senior executive team including partner and
Executive Vice President Charles Bracken and President and Chief
Operating Officer George Huntzinger, will join ACS upon closing of
the merger. Helppie said: "Superior is pleased to bring the
strength of a major growth company to our clients, prospective
clients, and employees. Our relationships, expertise, services, and
reputation for excellence within the healthcare industry have led
to more and larger contract opportunities. Supported by a larger
platform, we are able to fulfill the industry's growing need for
integrated, transformational consulting and outsourcing services to
help healthcare organizations become more competitive. We also
believe that our own competitive position will be further
strengthened with the depth of ACS' capabilities and the expanded
breadth of services, such as BPO, and we will be able to capitalize
on the synergies present in both companies. Additionally, we will
be able to devote all of our energy and attention to our clients
and employees without the distractions required of a micro-cap
public company." ACS Chief Executive Officer Jeff Rich said: "ACS
is committed to growing its healthcare service offerings. We
believe that the addition of Superior's integrated consulting and
outsourcing capabilities is the right ingredient to effectively
deliver a full suite of services to the healthcare provider market.
Superior has constructed an industry-leading, solution-driven
outsourcing service that improves the performance of hospitals,
health systems, and healthcare providers, and we've taken note of
their market success, client satisfaction, and industry momentum.
We are thrilled that Superior's executive team is joining ACS."
Over the past four years, Superior has conceived, designed,
invested in and developed an industry-leading transformational
outsourcing service that incorporates deep healthcare domain
expertise, as well as the technology investments of a network
control center and a world-class processing center. The company
anticipates that the client satisfaction and business benefit
achieved thus far will attract more middle-market opportunities and
larger customer transactions. In the early part of 2004, the
company evaluated its strategic long-term alternatives for
sustaining and increasing its business operations and shareholder
value. After a thorough analysis with the assistance of William
Blair & Company and discussions with multiple financial and
strategic partners, the company concluded that its best course for
maximizing shareholder value and for capturing middle-market and
larger opportunities was to present its offerings from a larger
financial and operational platform. The consummation of the
transaction is subject to customary conditions, including the
tender of at least a majority of Superior's fully diluted shares
outstanding, excluding non-vested stock options, and the parties'
receipt of requisite regulatory approvals. Under the terms of the
transaction, Superior directors and senior executives holding
approximately 48% of the shares currently outstanding have agreed
to tender their shares into the offer. Notice to Investors: This
announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of any class of stock of Superior
Consultant Holdings Corporation. Affiliated Computer Services, Inc.
expects to file a tender offer statement and related materials with
the U.S. Securities and Exchange Commission or "SEC" and Superior
will file a solicitation/recommendation statement with respect to
such offer. Investors, Superior stockholders, and other interested
parties are urged to read the tender offer statement and the
solicitation/recommendation statement when they become available
because they contain important information, which should be read
carefully before any decision is made with respect to the offer.
The tender offer statement, when filed by ACS and the
solicitation/recommendation statement, when filed by Superior, will
be made available to all stockholders of Superior at no expense to
them. The tender offer statement and the
solicitation/recommendation statement will also be available for
free at the SEC's Web site at http://www.sec.gov/. Statements
included in this press release which are not historical in nature,
are intended to be, and are hereby identified as "forward-looking
statements" for purposes of the safe harbor provided by Section 21E
of the Securities Exchange Act of 1934, as amended by Public Law
104-67. Forward looking statements may be identified by words
including, but not limited to: "anticipate," "believe," "intends,"
"estimates," "promises," "expect," "should," "conditioned upon" and
similar expressions. This release contains forward-looking
statements relating to future financial results or business
expectations. Business plans may change as circumstances warrant.
Actual results may differ materially as a result of factors and
events which the company is unable to accurately predict or over
which the company has no control. Such factors include, but are not
limited to: risks associated with the successful consummation of
the acquisition of Superior, the award or loss of significant
client assignments, timing of contracts, recruiting and new
business solicitation efforts, the healthcare market's acceptance
of and demand for the company's offerings, demands upon and
consumption of the company's cash and cash equivalent resources or
changes in the company's access to working capital, regulatory
changes and other factors affecting the financial constraints on
the company's clients, competitive pressures (both domestic and
foreign), the ability to successfully manage currency risk, obtain
foreign work permits and otherwise successfully execute and manage
international contracts, economic factors specific to healthcare,
general economic conditions, unforeseen disruptions in
transportation, communications or other infrastructure components,
acquisitions under consideration and the ability to integrate
acquisitions on a timely basis. Additional information regarding
these risk factors and others, and additional information
concerning the company are included in the company's reports on
file with the Securities and Exchange Commission. About Superior
Consultant Holdings Corporation Recipient of Frost & Sullivan's
2003 Best Bang for the Buck Award for providing services and
solutions with the highest ratio of value to cost, Superior
Consultant is a leading national provider of transformational
outsourcing, management and information technology consulting
services and solutions to the healthcare industry. Superior
specializes in Digital Business Transformation(TM) services that
enable clients to thrive in the information- driven economy, and
its transformational outsourcing, management and information
technology consulting services and solutions help clients plan and
execute better business strategies and meet their fiscal challenges
while advancing clinical quality. Superior's best practices
outsourcing model includes a full range of flexible business
process and information technology solutions, including data center
services, 24/7/365 network monitoring and help desk services,
facility management, interim management, and application
outsourcing services. For 20 years, Superior has been recognized as
an innovative leader within the healthcare industry and has been
rewarded with full and partial outsourcing contracts, thousands of
engagements, approximately 170 interim management assignments, and
nearly 3,000 clients. For more information on Superior Consultant
Holdings Corporation simply dial 1-800-PRO-INFO and enter the
Company ticker: SUPC (a no-cost fax-on- demand service) or visit
the Company's Web site at http://www.superiorconsultant.com/. About
ACS ACS, a FORTUNE 500 company with more than 43,000 people
supporting client operations in nearly 100 countries, provides
business process and information technology outsourcing solutions
to world-class commercial and government clients. The company's
Class A common stock trades on the New York Stock Exchange under
the symbol "ACS." ACS makes technology work. Visit ACS on the
Internet at http://www.acs-inc.com/. DATASOURCE: Superior
Consultant Holdings Corporation CONTACT: Richard D. Helppie - Chief
Executive Officer, Richard R. Sorensen - Chief Financial Officer,
Susan M. Synor - Executive Vice President, all of Superior
Consultant Holdings Corporation, +1-248-386-8300 Web site:
http://www.superiorconsultant.com/ http://www.acs-inc.com/
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