SXC Health begins exchange offer for National Medical Health Card

By Lisa Kerner

Charlotte, N.C., March 31 - SXC Health Solutions Corp. began an exchange offer for all the outstanding shares of National Medical Health Card Systems, Inc. common stock.

The offer is set to expire at 10 a.m. ET on April 29 unless extended, according to a statement released by the companies.

National Medical Health Card stockholders will receive 0.217 of a common share of SXC and $7.70 in cash for each share of National Medical Health Card common stock tendered.

The exchange offer will be followed by a merger for the same consideration to National Medical Health Card stockholders as offered in the exchange offer, the statement said.

According to the companies' agreement, the transaction is conditioned on at least 9.6 million National Medical Health Card shares being tendered in the offer.

National Medical Health Card said its board of directors has approved the deal and recommends its shareholders tender their shares in the offer.

SXC stockholders New Mountain Partners, LP and New Mountain Affiliated Investors, LP agreed to tender all of their shares within five business days, according to the companies.

As of March 31, New Mountain owned some 6.95 million shares, or 54%, of National Medical Health Card's issued and outstanding shares.

On Feb. 26 it was reported that SXC agreed to acquire National Medical Health Card in a stock and cash deal valued at approximately $143 million, or about $11.00 per share, as part of SXC's "strategic evolution towards leadership in pharmacy spend management."

The combined company, to be renamed informedRx, is expected to have about 24 million basic shares outstanding once the acquisition is complete, composed of 21 million currently outstanding shares of SXC common stock and 2.9 million shares of SXC common stock to be issued to National Medical Health Card shareholders, a prior news release said.

National Medical Health Card is a pharmacy benefits management services company based in Port Washington, N.Y.

SXC also provides pharmacy benefits management services as well as information technology solutions to the health care benefits management industry. The company is based in Lisle, Ill.

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