LISLE, IL, Sept. 17 /CNW/ - SXC Health Solutions Corp. ("SXC" or the "Company") (NASDAQ: SXCI, TSX: SXC) announced today the pricing of its previously announced public offering of common shares. Under the offering, SXC will sell 4,500,000 common shares at a price to the public of $41.50 per share. The offering was increased from the previously announced offering size of 3,500,000 common shares. In connection with the offering, SXC has granted the underwriters a 30-day option to purchase up to an additional 675,000 of its common shares at the public offering price to cover over-allotments, if any. The offering is expected to close on September 23, 2009, subject to customary closing conditions.
SXC expects to receive net proceeds from the offering of approximately $176.6 million (or approximately $203.3 million if the underwriters exercise their over-allotment option in full), after deducting the underwriting discounts and commissions and estimated offering expenses. SXC intends to use the net proceeds from the offering for general corporate purposes, which may include financing potential acquisitions and strategic transactions, funding capital expenditures and providing working capital to enhance capital and maintain financial flexibility.
The offering is being conducted as a public offering pursuant to an effective shelf registration statement under the Securities Act of 1933 and, in Canada, pursuant to a prospectus supplement to the Company's base shelf prospectus dated September 14, 2009 (the "Canadian Prospectus"). J.P. Morgan Securities Inc. is acting as the sole book-running manager for the offering. The lead managers of the offering are Dougherty & Company LLC, SunTrust Robinson Humphrey, Inc. and Versant Partners Inc., and the co-managers are Oppenheimer & Co. Inc. and Paradigm Capital U.S. Inc.
Information about the offering is available in the prospectus supplement to be filed with the Securities and Exchange Commission ("SEC") and the prospectus supplement to the Canadian Prospectus to be filed with the securities regulatory authorities in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia. A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained by contacting J.P. Morgan Securities Inc., Attention: Prospectus Department, 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245 or by calling (718) 242-8002, and a copy of the prospectus supplement and the Canadian Prospectus can be obtained by contacting J.P. Morgan Securities Canada Inc., 200 Bay Street, South Tower, Suite 1800, Toronto, Ontario M5J 2J2 or by calling (416) 981-9263.
In the United States, the offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About SXC Health Solutions Corp.
SXC Health Solutions Corp. is a leading provider of pharmacy benefit management (PBM) services and Healthcare Information Technology (HCIT) solutions to the healthcare benefits management industry. As the industry's "technology-enabled PBM" (TM), SXC's product offerings and solutions combine a wide range of advanced PBM services, software applications, application service provider (ASP) processing services, and professional services to help healthcare organizations reduce the cost of prescription drugs and deliver better healthcare to their members. SXC serves many of the largest organizations in the pharmaceutical supply chain, such as health plans; employers; federal, provincial, and state governments; institutional pharmacies; pharmacy benefit managers; and retail pharmacy chains. SXC is headquartered in Lisle, Illinois with multiple locations in North America.
Certain information included herein, including certain statements related to the offering, constitute "forward-looking information" within the meaning of applicable securities laws about our intentions, beliefs and expectations or predictions for the future, beliefs, plans, objectives, assumptions or future events or performance. This information includes, among others, statements regarding our future financial position, strategy, market opportunities, revenues, earnings, projected costs and estimated activity levels. These statements are often, but not always, made through the use of words or phrases such as "will likely result," "are expected to," "will continue," "anticipate," "believe," "estimate," "intend," "plan," "project," "target," "would" and "outlook." This forward-looking information is not historical fact, and is subject to a number of risks and uncertainties. Certain of these risks and uncertainties are beyond our control. Accordingly, our actual results could differ materially from those suggested by this forward-looking information for various reasons. Some of the key factors that have a direct bearing on our results of operations are: the risks associated with further market acceptance of our products and services; our ability to manage our growth effectively; our reliance on, and ability to retain, key customers and key personnel; industry conditions such as consolidation of customers, competitors and acquisition targets; our ability to acquire a company, manage integration and potential dilution; the impact of technology changes on our products/service offerings, including the impact on the intellectual property rights of others; the impact of regulation and legislation changes in the healthcare industry; the sufficiency and fluctuations of our liquidity and capital needs; and the factors discussed from time to time in SXC's filings with securities regulatory authorities, including factors discussed under the caption "Risk factors" in the prospectus supplement and accompanying prospectus and the Canadian Prospectus and under the caption "Risk Factors" in our 2008 Annual Report on Form 10-K. The factors described above could cause actual results or outcomes to differ materially from those expressed in any forward-looking information. Therefore, you should not place undue reliance on any such forward-looking information. Further, forward-looking information speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking information to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events, other than as required by law. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. Certain of the assumptions made in preparing forward-looking information and management's expectations include: that we will maintain our existing customers and our contracts; that we will be able to market our products successfully to anticipated customers; that we will be able to successfully manage the impact of increasing competition; that the growth of prescription drug utilization rates will be consistent with predicted levels; that we will be able to retain our key personnel; that our customers will continue to process transactions at historical levels; that our systems will not be interrupted for any significant period of time; that our products will continue to perform free of major errors; that we will be able to obtain financing on acceptable terms; and that there will be no significant changes in the regulation of our business. For a discussion of important risks of an investment in our securities, including factors that could cause actual results to differ materially from results suggested in the forward-looking information, you should carefully consider the information set forth under the caption "Risk factors" in the prospectus supplement and accompanying prospectus and the Canadian Prospectus and under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2008 Annual Report on Form 10-K and subsequent Form 10-Qs. In light of these risks, uncertainties and assumptions, the forward-looking information discussed herein might not occur or might not occur when stated.
For further information: For further information: Jeff Park, Chief Financial Officer, SXC Health Solutions Corp., Tel: (630) 577-3206, firstname.lastname@example.org; Susan Noonan, Investor Relations - U.S., S.A. Noonan Communications, LLC, (212) 966-3650, email@example.com; Dave Mason, Investor Relations - Canada, The Equicom Group Inc., (416) 815-0700 ext. 237, firstname.lastname@example.org