Exhibit 99.1
(PER-SE TECHNOLOGIES(R) LOGO) PER-SE TECHNOLOGIES
1145 Sanctuary Parkway
Suite 200
Alpharetta, Georgia 30004
877/73PER-SE
www.per-se.com
Your Health Is The Bottom Line
PER-SE CONTACT:
Michele Howard
voice: 770/237-7827
investors@per-se.com
FOR IMMEDIATE RELEASE
PER-SE TECHNOLOGIES COMPLETES ACQUISITION OF
NDCHEALTH CORPORATION
ALPHARETTA, GA. - JANUARY 6, 2006 - Per-Se Technologies, Inc. (Nasdaq: PSTI)
today announced the successful completion of its acquisition of NDCHealth
Corporation (NYSE: NDC).
NDCHealth stockholders will receive $14.05 in cash and 0.2253 of Per-Se common
stock for each share of NDCHealth. The amount of Per-Se common stock is based on
the weighted average volume sales price of Per-Se common stock (as traded on the
Nasdaq National Market) for the 20 consecutive full trading days ending on the
third trading day prior to, but not including, the closing date of the merger
(January 6, 2006). The weighted average volume sales price of Per-Se common
stock for this period was $24.188. The trading of NDCHealth common stock will be
suspended before the opening of the market on January 9, 2006.
As approved by Per-Se stockholders on January 5, 2006, the Company issued $200
million, or approximately 8.3 million shares, of common stock in connection with
the acquisition. The Company also secured financing in the form of a new senior
credit facility consisting of a $435 million Term Loan B and a $50 million
revolving credit facility. The Term Loan B bears interest at a rate of LIBOR
plus 2.25% and matures in seven years. The revolving credit facility has an
interest rate that varies between LIBOR plus 1.50% and LIBOR plus 2.50%, based
on performance, and matures in five years. The Company has incurred no
borrowings under the revolving credit facility. All outstanding debt of
NDCHealth was retired in connection with the closing of the transaction.
ACQUISITION EXPECTED TO BE EARNINGS AND CASH FLOW ACCRETIVE IN 2006
Per-Se expects to provide financial guidance on the combined company when it
releases fourth quarter 2005 earnings in early March 2006. Per-Se continues to
expect that its acquisition of NDCHealth will be accretive to diluted earnings
per share and significantly accretive to cash flow per share in 2006.
As part of the transaction, Wolters Kluwer, based in Amsterdam, the Netherlands,
purchased the pharmaceutical information management business from NDCHealth.
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NEWS RELEASE
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ABOUT PER-SE TECHNOLOGIES
Per-Se Technologies (Nasdaq: PSTI) is the leader in Connective Healthcare.
Connective Healthcare solutions from Per-Se enable healthcare providers to
achieve their income potential by creating an environment that streamlines and
simplifies the complex administrative burden of providing healthcare. Per-Se's
Connective Healthcare solutions help reduce administrative expenses, increase
revenue and accelerate the movement of funds to benefit providers, payers and
patients. More information about Alpharetta, Georgia-based Per-Se is available
at www.per-se.com.
SAFE HARBOR STATEMENT
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 companies. 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 Per-Se makes 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.
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Editor's note: Per-Se Technologies is a registered trademark of Per-Se
Technologies, Inc. All other trademarks are the property of their respective
owners.