UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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THE
TRIZETTO GROUP, INC.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing
Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filed by The TriZetto Group, Inc.
Under the Securities Exchange Act of 1934
Subject Company: The
TriZetto Group, Inc.
Commission File Number 000-27501
NEWS RELEASE
For Immediate Release
T
RI
Z
ETTO
A
NNOUNCES
P
ROPOSED
S
ETTLEMENT
OF
L
ITIGATION
Newport Beach, Calif. July 9, 2008
The TriZetto Group,
Inc. (NASDAQ: TZIX) announced today that it has entered into a memorandum of understanding regarding a proposed settlement with the plaintiffs in the class action lawsuits pending against it in the Delaware Court of Chancery related to the proposed
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.
As
part of the proposed settlement, TriZetto has agreed to provide additional explanation to its stockholders regarding the reason TriZettos board of directors directed UBS Securities LLC, TriZettos financial advisor, to utilize the
projections disclosed in TriZettos proxy statement for purposes of its analysis in connection with its opinion issued to TriZettos board of directors on April 10, 2008. TriZetto has also agreed to provide additional explanation
regarding the board of directors reasons for selecting the potential bidders in the process leading up to the sale of the company that were invited to continue to participate in the second round of the process. These explanations to
TriZettos stockholders were included in a Current Report on Form 8-K filed with the Securities and Exchange Commission today.
In addition, as part
of the proposed settlement, certain of TriZettos executive officers have agreed to vote their TriZetto stock in the aggregate in the same proportion as the vote cast by the other stockholders voting at the special meeting of TriZettos
stockholders to approve the proposed merger.
If approved by the court, the settlement will provide releases to all defendants of any claims arising from
the process leading to the proposed merger, any of the transactions contemplated by the related agreement and plan of merger, and any disclosures made in connection with TriZettos proxy statement and definitive additional proxy material
distributed to its stockholders in connection with the vote of TriZettos stockholders to approve the proposed merger. If approved by the court, the settlement will also result in the dismissal with prejudice of the class action lawsuits filed
in the Delaware Court of Chancery and the Superior Court of the State of California related to the proposed merger.
As previously announced, the special meeting of stockholders called to vote on the merger was convened as scheduled on
June 30, 2008, but, as a result of an injunction issued in the class action litigation, 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. The injunction issued in the class action litigation was vacated by the Delaware Court of Chancery on July 2, 2008.
Important Information
The TriZetto Group filed a definitive proxy statement in connection with its 2008 Special Meeting of Stockholders with the Securities and Exchange
Commission (SEC) on May 27, 2008. TriZetto also filed definitive additional material with the SEC on July 2, 2008. TriZetto stockholders are urged to read the proxy statement and the definitive additional material filed by TriZetto
carefully as they contain important information regarding this vote. Proxy statements were mailed to stockholders on May 30, 2008. The definitive additional material was mailed to stockholders on July 3, 2008. The proxy statement,
definitive additional material and other relevant documents filed with the SEC are also available at no cost on the SECs website at
www.sec.gov
, as well as TriZettos website at
www.trizetto.com
. Hardcopies may also be
obtained free of charge from TriZetto by contacting Brad Samson, vice president 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 TriZettos stockholders with respect to the transactions contemplated by the definitive merger agreement among TZ Holdings, L.P., TZ Merger Sub, Inc. and TriZetto. Information regarding
TriZettos directors and executive officers is contained in TriZettos 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
companys 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 the current litigation pending in connection with the
proposed merger, the stockholder vote to approve the proposed merger, future revenue, profits, cash flows and financial results, the market for TriZettos services, future service offerings, change of control, industry trends, client and
partner relationships, TriZettos 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 TriZettos ability to satisfy the closing conditions to the proposed merger (including the receipt of stockholder approval of the proposed merger), the ability of TriZetto to
settle the current litigation pending in connection with the proposed merger, its ability to successfully integrate the businesses of TriZetto and its acquisitions or partners, the contributions of acquisitions to TriZettos operating results,
the effectiveness of TriZettos implementation of its business plan, the markets acceptance of TriZettos 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 TriZettos 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 TriZettos service and product offerings, financial stability of TriZettos 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 TriZettos proposed acquisition by Apax Partners is not consummated; as well as the other risks
identified in TriZettos 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 TriZettos Investor Relations department at 949-719-2225
or at TriZettos web site at www.trizetto.com. All information in this release is as of July 9, 2008. TriZetto undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the
companys expectations.
####
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Investor Contact:
Brad Samson
TriZetto
949-719-2220
brad.samson@trizetto.com
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Media Contact:
Melissa Bruno
Schwartz Communications
781-684-6652
MBruno@schwartz-pr.com
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