Filed by Per-Se Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: NDCHealth Corporation
Commission File No.: 001-12392
On August 29, 2005, Per-Se Technologies, Inc. issued the following press
release:
Per-Se Technologies to Acquire NDCHealth Corporation; Wolters Kluwer to Purchase
NDCHealth's Information Management Business
ALPHARETTA, Ga. & ATLANTA--(BUSINESS WIRE)--Aug. 29, 2005--Per-Se
Technologies, Inc. (Nasdaq: PSTI):
-- Transaction valued at approximately $1 billion
-- Per-Se to acquire physician, hospital and retail pharmacy
businesses
-- Wolters Kluwer to purchase information management business for
pharmaceutical manufacturers
Per-Se Technologies, Inc. (Nasdaq: PSTI) and NDCHealth Corporation
(NYSE: NDC) today announced that definitive agreements have been
signed for the sale of NDCHealth, a leading provider of healthcare
technology and information solutions, in a transaction valued at
approximately $1 billion.
Per-Se Technologies will acquire Atlanta-based NDCHealth,
including the physician, hospital and retail pharmacy businesses, for
total consideration of approximately $665 million, which includes
refinancing NDCHealth's outstanding debt at closing, currently
totaling approximately $270 million. As part of the transaction,
Wolters Kluwer (ASE: WKL), based in Amsterdam, the Netherlands, will
purchase the pharmaceutical information management business from
NDCHealth for $382 million in cash. The combined transaction, after
income taxes, debt refinancing and transaction costs, will result in
compensation to NDCHealth's shareholders of $19.50 per share, with at
least $13.00 paid in cash and up to $6.50 paid in Per-Se stock, as to
be determined by Per-Se and to be announced prior to the shareholder
meetings.
Neil Williams, lead independent director of NDCHealth, stated,
"After an extensive and thorough sale process initiated in March, the
NDCHealth Board of Directors believes these combined transactions
represent the best value for NDCHealth's shareholders and offer the
best strategic fit for the Company's customers and employees."
"Per-Se's and Wolters Kluwer's resources and strategic focus on
key segments of the healthcare marketplace should create substantial
benefits for our pharmacy, hospital, physician and pharmaceutical
customers," commented Walter M. Hoff, NDCHealth's chairman and chief
executive officer. "The addition of NDCHealth's businesses and
expertise will also enable both Per-Se and Wolters Kluwer to offer a
wider range of products to an expanded base of customers."
Acquisition Expands Per-Se's Leadership Position in Healthcare
Services and Technology Market
Per-Se's purchase of NDCHealth combines Per-Se's leading position
in business process outsourcing for hospital-affiliated physicians
with NDCHealth's leading positions in hospital, physician and retail
pharmacy technology and solutions. The acquisition will increase
Per-Se's revenue by more than 60% on a trailing 12-month pro forma
basis as of June 30, 2005. The complementary revenue cycle management
offerings of the two companies will provide future opportunities to
improve the business of healthcare.
"Per-Se and NDCHealth share the strategic focus of improving the
financial success of provider organizations," stated Philip M. Pead,
Per-Se's chairman, president and chief executive officer. "By
combining our complementary solutions and services, we will be able to
improve the flow of information at the point of care enabling
providers, patients and payers to take advantage of a more efficient
healthcare system."
NDCHealth provides software and network solutions that help
hospitals, retail pharmacies and small-office physicians improve the
financial and clinical efficiencies of their respective businesses.
NDCHealth's Intelligent Network, which processes more than 5 billion
transactions annually, is an integral part of its revenue cycle
management connectivity. NDCHealth services approximately 1,800
hospitals and healthcare organizations, approximately 100,000
office-based physicians, and approximately 50,000 retail pharmacies.
Per-Se is the leading provider of business process outsourcing
services to hospital-affiliated physicians. In addition, Per-Se's
revenue cycle and resource management solutions enable hospitals to
improve their revenues and reduce their operating costs. Per-Se
services more than 19,000 physicians and 2,000 hospitals.
Acquisition Expected to be Earnings and Cash Flow Accretive in
Year One
The combined entity would have pro forma revenues of approximately
$590 million as of June 30, 2005, and improved operating profitability
compared to their separate historical performances. The combination of
the two companies is expected to generate accretion from operational
and other synergies of between $15 million and $20 million in year
one. Per-Se expects that the acquisition, excluding
transaction-related and other one-time costs, will be accretive to
earnings per share and significantly accretive to cash flow per share
in year one.
"Both Per-Se and NDCHealth generate significant levels of
operating cash flow due to the recurring revenue nature of both
businesses," stated Pead.
Financing of Transaction
Per-Se intends to raise approximately $410 million in new debt
related to the transaction to refinance NDCHealth's outstanding debt
and fund cash to shareholders. NDCHealth's outstanding debt, currently
totaling approximately $270 million, consists of its $200 million 10
1/2% senior subordinated notes due December 1, 2012, and its senior
secured credit facility that includes a six-year term loan and a
revolving credit facility. Per-Se has received a financing commitment
from Bank of America, N.A. for the transaction.
"Through our acquisition of NDCHealth, we are focused on
capitalizing on opportunities that will improve the efficiencies of
our customers' businesses and of our healthcare system," stated Pead.
"The combination of Per-Se's and NDCHealth's solutions and people
provides synergy and growth prospects to maximize future value for our
shareholders."
Closing Conditions, Shareholder Approval and Anticipated Closing
The transaction is subject to approval by the shareholders of both
Per-Se and NDCHealth. The parties expect to complete the transaction
within three to six months. Each transaction is subject to regulatory
review under U.S. antitrust laws and other customary closing
conditions. The completion of Per-Se's transaction is also subject to
the closing of the Wolters Kluwer transaction.
The Blackstone Group L.P. and Goldman, Sachs & Co. acted as
financial advisors to NDCHealth in the sale process, and provided
fairness opinions on the sale of NDCHealth. Banc of America Securities
provided a fairness opinion to Per-Se on the transaction.
Per-Se Technologies Investor Conference Call
Per-Se will host a conference call for institutional investors and
security analysts to discuss the acquisition on August 29, 2005, at
10:30 a.m. Eastern time. Interested participants may join the call by
dialing 888/ 566-5790 (US) or 210/ 839-8502 (International), using
passcode PSTI. The conference call may be accessed via Per-Se's
website at www.per-se.com in the Investors section by selecting the
Webcast link. A telephone replay of the call will be available for 14
days following completion of the call at 866/ 369-3653 (US) or 203/
369-0245 (International), using passcode 1234. The call will be
archived on Per-Se's website for approximately 60 days.
Per-Se Technologies Media Question and Answer Session
A question and answer session will be held with the media at 11:30
am Eastern time on August 29, 2005, following the investor conference
call. Interested media may join the question and answer session by
dialing 888/ 790-1714 (US) or 210/ 234-0037 (International), using
passcode 5232. The session may be accessed via Per-Se's website at
www.per-se.com in the Investors section by selecting the Webcast link.
A telephone replay of the session will be available for 14 days
following completion of the call at 888/ 566-0608 (US) or 203/
369-3618 (International), using passcode 1234. The call will be
archived on Per-Se's website for approximately 60 days.
About NDCHealth
NDCHealth is a leading information solutions company serving all
sectors of healthcare. Its network solutions automate the exchange of
information among pharmacies, payers, hospitals and physicians. Its
systems and information management solutions help improve operational
efficiencies and business decision making for providers, retail
pharmacy and pharmaceutical manufacturers. Headquartered at Atlanta,
Ga., NDCHealth provides information vital to the delivery of
healthcare every day. For more information, visit www.ndchealth.com.
About Per-Se Technologies
Per-Se Technologies (Nasdaq: PSTI) is the leader in Connective
Healthcare. Connective Healthcare solutions from Per-Se enable
physicians and hospitals 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.
For more information about Wolters Kluwer, including their press
release announcing this transaction, please visit their website at
www.wolterskluwer.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, as amended by the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements contained in this Press Release include the intent, belief
or current expectations of NDCHealth Corporation and Per-Se
Technologies and members of their respective management teams with
respect to the companies' future business operations as well as the
assumptions upon which such statements are based. Forward-looking
statements include specifically, but are not limited to, proforma
revenue projections, cost synergy projections, earnings per share
accretion predictions, and cash flow predictions for Per-Se; total
debt to be raised by Per-Se; and the timing of the closing of the
transaction.
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance, and involve risks
and uncertainties, and that actual results may differ materially from
those contemplated by such forward-looking statements. Important
factors that could cause actual results to differ materially from
those contemplated by the forward-looking statements in this Press
Release include, but are not limited to, failure to realize
improvements in performance, efficiency and profitability, failure to
complete anticipated sales under negotiations, failure to implement
successfully sales backlog, lack of revenue growth, client losses,
failure to realize cost synergies, failure to raise the necessary debt
financing to fund the transaction and adverse developments with
respect to the operation or performance of the respective company's
business units, adverse developments with respect to the market price
of Per-Se Technologies' common stock, failure by either company to
obtain the required shareholder or regulatory approvals, or other
failures to close the transaction. Additional factors that could cause
actual results to differ materially from those contemplated within
this Press Release can also be found in the reports filed with the
Securities and Exchange Commission (the "SEC") by Per-Se Technologies
and NDCHealth Corporation, which are available at www.sec.gov.
NDCHealth Corporation and Per-Se Technologies disclaim any
responsibility to update any forward-looking statements.
Important Legal Information
This communication is being made in respect of the proposed
acquisition transaction involving Per-Se Technologies and NDCHealth
Corporation. This press release shall not constitute an offer of any
securities for sale. In connection with the proposed transaction,
NDCHealth Corporation and Per-Se Technologies will prepare a
registration statement on Form S-4 containing a joint proxy
statement/prospectus for the shareholders of both companies to be
filed with the SEC, and each will be filing other documents regarding
the proposed transaction with the SEC as well. Before making any
voting or investment decision, investors are urged to read the joint
proxy statement/prospectus regarding the proposed transaction and any
other relevant documents carefully in their entirety when they become
available, as well as any amendments and supplements thereto, as they
will contain important information about the proposed transaction. The
final joint proxy statement/prospectus will be mailed to the
shareholders of both NDCHealth and Per-Se.
You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC's website
(www.sec.gov). You may also obtain these documents, free of charge,
from NDCHealth's website (www.ndchealth.com) under the tab "investor
Relations" through the "SEC Filing" link. You may also obtain these
documents, free of charge, from Per-Se's website (www.per-se.com)
under the tab "Investors" through the "SEC Filing" link.
Participants in This Transaction
NDCHealth Corporation and Per-Se Technologies and their respective
directors and executive officers may be deemed participants in the
solicitation of proxies from stockholders in connection with this
transaction. Information about the directors and executive officers of
NDCHealth and Per-Se Technologies and information about other persons
who may be deemed participants in this transaction will be included in
the joint proxy statement/prospectus. You can find information about
NDCHealth's executive officers and directors in NDCHealth's definitive
proxy statement filed with the SEC on September 15, 2004. You can find
information about Per-Se Technologies' executive officers and
directors in Per-Se's definitive proxy statement filed with the SEC on
March 25, 2005.
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.
CONTACT: Per-Se Technologies, Inc.
Michele Howard, 770-237-7827
investors@per-se.com
or
NDCHealth Corporation
Robert Borchert, 404-728-2906
robert.borchert@ndchealth.com