TriZetto Agrees to be Acquired by Apax Partners for $22 Per Share
April 11 2008 - 7:33AM
Business Wire
The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that it has
entered into a definitive agreement to be acquired and taken
private by funds advised by Apax Partners, a growth-focused,
global�private equity firm with $35 billion in funds under advice
and significant expertise in healthcare and technology. Under the
terms of the agreement and plan of merger, TriZetto shareholders
will receive $22.00 per share in cash, representing a 29% premium
over the 30 calendar-day average closing price of the company�s
stock. The transaction is valued at approximately $1.4 billion,
including consideration for stock options and shares related to
TriZetto's outstanding convertible notes. BlueCross BlueShield of
Tennessee and The Regence Group, both customers of TriZetto, are
providing a portion of the funding for the transaction and will be
equity investors in the newly private company. �The achievement of
TriZetto�s Integrated Healthcare Management vision is a multi-year
journey that will require both conventional and non-conventional
business investment within an integrated framework,� said Jeff
Margolis, TriZetto�s chairman and CEO. �Payers are in the best
position to lead the way towards fundamental industry improvements,
and our technology solutions are essential in supporting that
transformation. Apax Partners, which shares our strategic view of
the marketplace, provides an outstanding opportunity to accelerate
solutions development investments on behalf of our payer customers
to create an integrated linkage among consumers, providers,
employers and brokers.� �We see the confluence of healthcare and
information technology as a key area of focus for strategic
investments,� said Buddy Gumina, a partner and head of U.S.
healthcare at Apax Partners. �TriZetto represents a unique asset
with a tremendous opportunity to drive positive changes in
organized systems of healthcare, both in the U.S. and abroad. We
look forward to helping the company accelerate the realization of
its vision, and we are delighted to have the investment
participation of two of TriZetto�s key customers who have had a
long history in working with the company and recognizing the
strategic importance of IT as a critical component of adapting to
the needs of the rapidly evolving healthcare landscape.� Bill
Sullivan, a partner at Apax Partners, commented, �TriZetto is led
by an outstanding management team that we know very well, and we
are looking forward to working with them as our strategic partner
on the next stage of the company�s development. Furthermore, we are
delighted to be investing in a company that straddles two of our
core investment sectors, healthcare and technology.� TriZetto�s
Board of Directors approved the transaction, which is subject to
customary closing conditions, including shareholder and regulatory
approvals. Closing is expected to take between four and six months.
The company does not anticipate any material changes in its product
offerings, staffing or facility locations as a result of this
change in ownership. RBC Capital Markets is the exclusive debt
underwriter on the deal. Deutsche Bank Securities acted as the
exclusive financial advisor to Apax Partners. BlueCross BlueShield
of Tennessee and Regence were advised by Cain Brothers and Company.
UBS Investment Bank served as the exclusive financial advisor to
TriZetto. About Apax Partners Apax Partners is one of the world�s
leading private equity investment groups. It operates across the
United States, Europe, Israel and Asia and has more than 30 years
of investing experience. Funds under the advice of Apax Partners
total $35 billion around the world. These Funds provide long-term
equity financing to build and strengthen world-class companies.
Apax Partners Funds invest in companies across its global sectors
of Tech & Telecom, Retail & Consumer, Media, Healthcare and
Financial & Business Services. Significant recent investments
by the Apax Partners Healthcare and Tech & Telecom teams
include: General Healthcare Group, Capio, Apollo Hospitals,
Qualitest Pharmaceuticals, Spectrum Laboratories, SMART
Technologies and TDC A/S. For more information visit: www.apax.com.
About TriZetto TriZetto is Powering Integrated Healthcare
Management�. With its technology touching nearly half of the U.S.
insured population, TriZetto is uniquely positioned to drive the
convergence of health benefit administration, care management and
constituent engagement. The company provides premier information
technology solutions that enable payers and other constituents in
the healthcare supply chain to improve the coordination of benefits
and care for healthcare consumers. Healthcare payers include
national and regional health insurance plans, and benefits
administrators that provide transaction services to self-insured
employer groups. The company�s payer-focused information technology
offerings include enterprise and component software, hosting and
business process outsourcing services, and consulting.
Headquartered in Newport Beach, Calif., TriZetto can be reached at
949-719-2200 or at www.trizetto.com. Important Notice Regarding
Forward-Looking Statements This press release contains
forward-looking statements that involve risks and uncertainties.
The forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may include statements about
future revenue, profits, cash flows and financial results, the
market for TriZetto's services, future service offerings, change of
control, industry trends, client and partner relationships,
TriZetto's operational capabilities, future financial structure,
uses of cash, anticipated dilution or accretion of acquisitions or
proposed transactions. Actual results may differ materially from
those stated in any forward-looking statements based on a number of
factors, including the ability of TriZetto to successfully
integrate the businesses of TriZetto and its acquisitions or
partners; the contributions of acquisitions to TriZetto�s operating
results; the effectiveness of TriZetto's implementation of its
business plan, the market's acceptance of TriZetto's new and
existing products and services, the timing of new bookings, risks
associated with management of growth, reliance on third parties to
supply key components of TriZetto's services, attraction and
retention of employees, variability of quarterly operating results,
competitive factors, other risks associated with acquisitions,
changes in demand for third party products or solutions which form
the basis of TriZetto's service and product offerings, financial
stability of TriZetto�s customers, the ability of TriZetto to meet
its contractual obligations to customers, including service level
and disaster recovery commitments, changes in government laws and
regulations; risks associated with rapidly changing technology; and
the risk that TriZetto�s proposed acquisition by Apax Partners is
not consummated; as well as the other risks identified in
TriZetto's SEC filings, including, but not limited to, its annual
report on Form 10-K and quarterly reports on Form 10-Q, copies of
which may be obtained by contacting TriZetto�s Investor Relations
department at 949-719-2225 or at TriZetto�s web site at
www.trizetto.com. All information in this release is as of April
11, 2008. TriZetto undertakes no duty to update any forward-looking
statement to conform the statement to actual results or changes in
the company�s expectations.
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