NDCHealth Announces Results to Date and Extension of the Previously Announced Cash Tender Offer
December 22 2005 - 5:23PM
PR Newswire (US)
ATLANTA, Dec. 22 /PRNewswire-FirstCall/ -- NDCHealth Corporation
(NYSE:NDC) announced today the extension of the expiration date for
the previously announced cash tender offer and consent solicitation
for its $200 million outstanding of 101/2% senior subordinated
notes due 2012 from 12:00 midnight, New York City time, on Monday,
January 9, 2006 to 5:00 p.m., New York City time, on Thursday,
January 19, 2006. As of 5:00 p.m. New York City time today, the
consent payment deadline, the company received tenders and consents
from holders of $197.6 million in aggregate principal amount of the
Notes, representing approximately 98.8% of the outstanding Notes.
As previously announced, the requisite consents to adopt the
proposed amendments to the indenture governing the Notes, including
shortening the redemption notification period from 30 days to three
days, have been received, and a supplemental indenture to effect
the proposed amendments described in the Offer to Purchase and
Consent Solicitation Statement dated December 9, 2005 has been
executed. However, the amendments will not become operative until
the Notes are accepted for payment pursuant to the terms of the
tender offer. It is expected that the total consideration will be
calculated at 2:00 p.m., New York City time, on Thursday, January
5, 2006. The completion of the tender offer and consent
solicitation is subject to the satisfaction or waiver by the
company of a number of conditions, as described in the Offer to
Purchase and Consent Solicitation Statement dated December 9, 2005.
Copies of the Offer to Purchase and Consent Solicitation Statement
may be obtained from MacKenzie Partners, Inc., the information
agent for the transaction, at (800) 322-2885 (US toll free) or, for
bankers and brokers (212) 929-5500. Questions may be directed to
Banc of America Securities LLC, High Yield Special Products, at
(888) 292-0070 (US toll-free) and (704) 388- 9217 (collect). This
press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934, both as amended by the Private
Securities Litigation Reform Act of 1995. These statements are
based on the current expectations of management of both NDCHealth
and Per-Se Technologies. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the expectations of management. You are encouraged to consult
the filings which each of NDCHealth and Per-Se make with the
Securities and Exchange Commission for more information concerning
such risks and uncertainties. You are cautioned not to place undue
reliance on these forward-looking statements which speak only as of
the date stated, or if no date is stated, as of the date of this
press release. This announcement is not an offer to purchase, a
solicitation of an offer to purchase or a solicitation of consents
with respect to any securities. The tender offer and consent
solicitation are being made solely by the Offer to Purchase and
Consent Solicitation Statement dated December 9, 2005. The CUSIP
numbers for the subordinated senior notes are 639480AC6 and
639480AB8. This communication is being made in respect of the
proposed merger involving NDCHealth Corporation and Per-Se
Technologies. This communication shall not constitute an offer of
any securities for sale. Per-Se and NDCHealth have filed with the
SEC a registration statement on Form S-4 that includes a joint
proxy statement/prospectus and other relevant documents concerning
the proposed merger. Stockholders of NDCHealth and Per-Se are urged
to read the registration statement and the joint proxy
statement/prospectus, and any other relevant documents filed with
the SEC, because they contain important information. You may obtain
copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website
(http://www.sec.gov/). You may also obtain these documents, free of
charge, from NDCHealth's website (http://www.ndchealth.com/) under
the tab "Investor Relations" through the "SEC Filing" link or from
Per-Se's website (http://www.per-se.com/) under the tab "Investors"
through the "SEC Filing" link. DATASOURCE: NDCHealth Corporation
CONTACT: Robert P. Borchert, VP-Investor Relations of NDCHealth
Corporation, +1-404-728-2906, or Web site:
http://www.ndchealth.com/ http://www.per-se.com/
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