Forward-Looking Statements
Forward-Looking Statements
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Certain statements included in this communication, including those that express
managements expectations or estimates of SXCs or the combined companys future performance, constitute forward-looking statements
within the meaning of applicable securities laws. Forward-looking statements
are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently
subject to significant business, economic and competitive uncertainties and
contingencies. SXC cautions that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause
SXCs actual financial results, performance, or achievements to be
materially different from SXCs estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous
factors could cause actual results to differ materially from those in the
forward-looking statements, including without limitation, SXCs ability to achieve increased market acceptance for SXCs product offerings and penetrate
new markets; consolidation in the healthcare industry; the existence of
undetected errors or similar problems in SXCs software products; SXCs ability to identify and complete acquisitions, manage SXCs growth and integrate
acquisitions; SXCs ability to compete successfully; potential liability
for the use of incorrect or incomplete data; the length of the sales cycle for SXCs healthcare software solutions; interruption of SXCs operations due to
outside sources; SXCs dependence on key customers; maintaining SXCs
intellectual property rights and litigation involving intellectual property rights; SXCs ability to obtain, use or successfully integrate third-party licensed
technology; compliance with existing laws, regulations and industry initiatives
and future change in laws or regulations in the healthcare industry; breach of SXCs security by third parties; SXCs dependence on the expertise of
SXCs key personnel; SXCs access to sufficient capital to fund
SXCs future requirements; and potential write-offs of goodwill or other intangible assets. This list is not exhaustive of the factors that may affect any of SXCs
forward-looking statements. Other factors that should be considered are
discussed from time to time in SXCs filings with the U.S. Securities and Exchange Commission (the SEC), including the risks and uncertainties
discussed under the captions Risk Factors and Management's
Discussion and Analysis of Financial Condition and Results of Operations in SXCs 2011 Annual Report on Form 10-K and subsequent Form 10-Qs, which are
available at www.sec.gov. Investors are cautioned not to put undue reliance on
forward- looking statements. All subsequent written and oral forward-looking statements attributable to SXC or persons acting on SXCs behalf are
expressly qualified in their entirety by this cautionary statement. SXC
disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
Certain of the assumptions made in preparing forward-looking information and
managements expectations include: maintenance of SXCs existing customers and contracts, SXCs ability to market SXCs products successfully
to anticipated customers, the impact of increasing competition, the growth of
prescription drug utilization rates at predicted levels, the retention of SXCs key personnel, SXCs customers continuing to process transactions at
historical levels, that SXCs systems will not be interrupted for any
significant period of time, that SXCs products will perform free of major errors, SXCs ability to obtain financing on acceptable terms and that there will be no
significant changes in the regulation of SXCs business.
SXC Forward-Looking Statements
Catalyst Forward-Looking Statements
Certain statements included herein may contain certain forward-looking
statements including, without limitation, statements concerning Catalyst's operations, economic performance and financial condition. The words
"believe," "expect," "anticipate," "will,"
"could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions
generally identify forward-
looking statements. In addition to
Catalyst's expectations or estimates of a combined company's future performance or matters relating to the proposed transaction, these forward-looking statements may include statements
addressing Catalyst's operations and Catalyst's financial performance.
Readers are cautioned not to place undue reliance on these forward-looking statements, which, among other things, speak only as of their dates. These
forward-looking statements are based largely on Catalyst's current
expectations and are based on a number of risks and uncertainties, including, without limitation, (i) general adverse economic conditions, (ii) changes in
governmental laws and regulations, (iii) Catalyst's ability to compete
effectively in the pharmacy benefit management industry, (iv) Catalyst's relationships with key clients, pharmacy network affiliations and various
pharmaceutical manufacturers and rebate intermediaries, (v) changes in industry
pricing benchmarks, (vi) uncertainties relating to the transition and integration of completed and future acquisitions and/or expansion
opportunities, (vii) Catalyst's current level of indebtedness and any future
indebtedness Catalyst may incur; (viii) disruption in Catalyst's operations, (ix) unanticipated changes in Catalyst's ability to execute its growth strategy,
(x) generic utilization levels, (xi) insufficient insurance coverage to cover
costs associated with litigation, (xii) Catalyst's ability to accurately estimate how much future revenue Catalyst will generate, as well as the level of
implementation and transaction costs that Catalyst will incur, under newly
commenced PBM agreements and other risks and uncertainties discussed in Catalyst's filings with the SEC, including Catalyst's Annual Report on
Form 10-K and quarterly reports on Form 10-Q. Actual results could
differ materially from results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurances that the
results referred to in the forward-looking statements contained herein will,
in fact, occur. Catalyst undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise
after the date hereof. Readers are urged to carefully review and consider
the various disclosures made in Catalyst's other filings with the SEC that attempt to advise interested parties of the risks and factors that may affect
Catalyst's business.
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