Preliminary Injunction Vacated, TriZetto Sets Date for Adjourned Meeting
July 03 2008 - 7:30AM
Business Wire
The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that the
Delaware Court of Chancery vacated its earlier order preliminarily
enjoining TriZetto from allowing any vote by TriZetto�s
stockholders upon a proposal to approve the merger pursuant to
which TriZetto will become a wholly-owned subsidiary of TZ
Holdings, L.P., an entity that is majority-owned by Apax Partners
L.P. The preliminary injunction was vacated based upon TriZetto�s
agreement to provide additional disclosures in its proxy materials
regarding the potential financial benefits of the merger to UBS
Securities LLC, TriZetto's financial advisor. The additional
disclosure materials have been filed with the Securities and
Exchange Commission (SEC) and are being mailed to the stockholders,
clearing the way for the stockholder vote on the proposed merger.
The special meeting of stockholders called to vote on the merger
was convened as scheduled on June 30, 2008, but as a result of the
injunction was adjourned until July 14, 2008, at 10:00 a.m., local
time, at The Island Hotel Newport Beach, 690 Newport Center Drive,
Newport Beach, California 92660. Important Information TriZetto
filed a definitive proxy statement in connection with its 2008
Special Meeting of Stockholders with the SEC on May 27, 2008.
TriZetto also filed additional definitive materials with the SEC on
July 2, 2008. TriZetto stockholders are urged to read the proxy
statement and the definitive additional materials filed by TriZetto
carefully as they contain important information regarding this
vote. Proxy statements were mailed to stockholders on May 30, 2008.
The additional definitive materials were mailed to stockholders on
or about July 3, 2008. The proxy statement and other relevant
documents filed with the SEC are also available at no cost on the
SEC�s Web site at www.sec.gov, as well as TriZetto�s Web site at
www.trizetto.com. Hardcopies may also be obtained free of charge
from TriZetto by contacting Brad Samson, vice president of investor
relations at 949-719-2220. Stockholders may also contact Morrow
& Co. with questions or requests for additional copies of the
proxy materials by calling toll-free 800-607-0088, or by e-mail at
TriZetto.info@morrowco.com. 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
among TZ Holdings, TZ Merger Sub and TriZetto. Information
regarding TriZetto�s directors and executive officers is contained
in TriZetto�s definitive proxy statement filed on May 27, 2008.
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 July�3,
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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