TriZetto Announces Early Termination of Hart-Scott-Rodino Waiting Period
April 29 2008 - 4:46PM
Business Wire
The TriZetto Group Inc. (NASDAQ: TZIX) announced today that the
Federal Trade Commission has granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act in connection with Apax Partners� proposed acquisition of
TriZetto. On April 11, 2008, TriZetto announced that it had entered
into a definitive agreement to be acquired and taken private by
funds advised by Apax Partners for $22 per share in cash. The
transaction still requires shareholder approval. To that end,
TriZetto expects to file a preliminary proxy statement with the
Securities and Exchange Commission in early May. 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 ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In
connection with the proposed acquisition by Parent, TriZetto
intends to file a proxy statement and other relevant documents
concerning the transaction with the Securities and Exchange
Commission (�SEC�). STOCKHOLDERS OF TRIZETTO ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION. Investors and security holders
will be able to obtain free copies of the proxy statement and other
documents filed with the SEC by TriZetto through the web site
maintained by the SEC at www.sec.gov. Free copies of the proxy
statement, when available, and the Company�s other filings with the
SEC may also be obtained from TriZetto. Free copies of TriZetto�s
filings may be obtained by directing a request to Investor
Relations at 949-719-2225. In addition, investors and security
holders may access copies of the documents filed with the SEC by
TriZetto on TriZetto�s website at www.trizetto.com, when they
become available. TriZetto, and its directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from TriZetto�s stockholders with respect to the
transactions contemplated by the definitive merger agreement
between Parent and TriZetto. Information regarding TriZetto�s
directors and executive officers is contained in TriZetto�s Annual
Report on Form 10-K for the year ended December 31, 2007, filed
with the SEC on February 15, 2008 and its Form 10-K/A filed with
the SEC on April 29, 2008. As of April 25, 2008, TriZetto�s
directors and executive officers beneficially owned (as calculated
in accordance with SEC Rule 13d-3) approximately 4,062,962 shares,
or 9.04%, of TriZetto�s common stock. You can obtain free copies of
these documents from TriZetto using the contact information set
forth above. Additional information regarding interests of such
participants will be included in the proxy statement that will be
filed with the SEC and available free of charge as indicated above.
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 29, 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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