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SXC Health, Catalyst Health To Merge In $4.4 Bln Worth Cash-stock Deal

The boards of SXC Health Solutions (SXCI, SXC.TO) and Catalyst Health Solutions Inc. (CHSI) have unanimously approved a definitive merger deal, under which both companies would combine in a cash and stock transaction valued at about $4.4 billion. Pursuant to the deal, Catalyst shareholders would receive $28.00 cash and 0.6606 SXC shares for each Catalyst share, impling a purchase price of $81.02 per Catalyst share and a premium of nearly 28% based on the closing stock prices of SXC and Catalyst on April 17, 2012.

The transaction, which may close in the second half of 2012, is expected to be highly accretive to SXC's non-GAAP earnings in 2013, excluding transaction-related amortization expected to be some $200 million in the first 12 months after closing. The combined company expects to achieve about $125 million of annual cost synergies over the first 18 to 24 months after closing through improved scale and operating leverage. Also, the combined company is anticipated to incur nearly $40-45 million of transition expenses to achieve these annual synergies.

SXC's Chairman and Chief Executive, Mark Thierer, would serve as Chairman and CEO of the combined organization, and Jeff Park would be its EVP and Chief Financial Officer.

by RTT Staff Writer

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