Per-Se Technologies and NDCHealth Corporation Form S-4 Registration Statement Declared Effective by SEC; Stockholders Meetings S
03 12월 2005 - 6:05AM
PR Newswire (US)
ALPHARETTA and ATLANTA, Ga., Dec. 2 /PRNewswire-FirstCall/ --
Per-Se Technologies, Inc. (NASDAQ:PSTI) and NDCHealth Corporation
(NYSE:NDC) today announced that the Securities and Exchange
Commission has declared effective the Form S-4 registration
statement containing the joint proxy statement/prospectus
concerning their proposed merger. Each company will hold a special
meeting of stockholders on January 5, 2006, to approve matters
relating to the proposed merger between the two companies.
Stockholders of record as of November 30, 2005, will be mailed the
joint proxy statement/prospectus in connection with the proposed
merger and will be entitled to vote at their respective company's
special meeting of stockholders. The joint proxy
statement/prospectus will be mailed to stockholders of both
companies on or about December 5, 2005. The merger is subject to
customary closing conditions, including requisite approvals by the
stockholders of both companies. The parties expect to close the
proposed merger transaction soon after the companies conduct their
special meetings of stockholders and receive the requisite
stockholder approvals. Per-Se stockholders are invited to attend
its special meeting of stockholders to be held at 4 pm ET on
January 5, 2006, at the offices of King & Spalding LLP, 191
Peachtree Street, Atlanta, Georgia, 30303. NDCHealth stockholders
are invited to attend its special meeting of stockholders to be
held at 4 pm ET on January 5, 2006, at the NDCHealth headquarters
located at NDC Plaza, Atlanta, Georgia, 30329. 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
http://www.per-se.com/. About NDCHealth NDCHealth (NYSE:NDC) 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 http://www.ndchealth.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 each of
Per-Se and NDCHealth 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. Important Legal Information This communication is being
made in respect of the proposed merger involving Per-Se
Technologies and NDCHealth Corporation. This communication shall
not constitute an offer of any securities for sale. Per-Se has
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 Per-Se
and NDC 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. 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. You can find
information about NDCHealth's executive officers and directors in
NDCHealth's Annual Report on Form 10-K/A filed with the SEC on
September 14, 2005. 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.
Additional information about the directors and executive officers
of NDCHealth and information about other persons who may be deemed
participants in this transaction may also be found in the joint
proxy statement/prospectus. DATASOURCE: NDCHealth Corporation
CONTACT: Michele Howard of Per-Se, +1-770-237-7827, ; or Robert
Borchert of NDCHealth, +1-404-728-2906, or Web site:
http://www.ndchealth.com/ http://www.per-se.com/
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