Superior Consultant (NASDAQ:SUPC)
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Superior Consultant Enters Into Definitive Agreement With ACS
DEARBORN, Mich., Dec. 17 /PRNewswire-FirstCall/ -- Superior Consultant
Holdings Corporation (NASDAQ:SUPC) today announced that it has signed a
definitive merger agreement with Affiliated Computer Services, Inc. (NYSE:ACS)
pursuant to which ACS would acquire all of the outstanding shares of Superior
Consultant Holdings Corporation for a cash price of $8.50 per share. The board
of directors of each company has unanimously approved the transaction.
Under the terms of the definitive agreement, a wholly owned subsidiary of ACS
will commence a cash tender offer to acquire all of Superior's outstanding
shares at a price of $8.50 per share. Following successful completion of the
tender offer, any remaining shares of Superior will be acquired in a cash
merger at the same price. It is expected that the transaction will close in
the first quarter of 2005.
Upon completion of the transaction, Superior's healthcare management and IT
consulting and healthcare IT outsourcing services will be combined with ACS'
provider healthcare business capabilities to create a market-leading healthcare
services offering. Together, the companies will form ACS Healthcare Services,
which will immediately rank among the leading healthcare IT outsourcing (ITO)
specialists providing consulting, ITO, applications integration and
maintenance, revenue-cycle management, Business Process Outsourcing (BPO), and
analytic products to the healthcare community.
Richard Helppie, Superior Consultant Holding's founder and Chief Executive
Officer will become Managing Director of the new line of business, responsible
for all commercial healthcare provider services at ACS. Helppie, along with
Superior's senior executive team including partner and Executive Vice President
Charles Bracken and President and Chief Operating Officer George Huntzinger,
will join ACS upon closing of the merger.
Helppie said: "Superior is pleased to bring the strength of a major growth
company to our clients, prospective clients, and employees. Our relationships,
expertise, services, and reputation for excellence within the healthcare
industry have led to more and larger contract opportunities. Supported by a
larger platform, we are able to fulfill the industry's growing need for
integrated, transformational consulting and outsourcing services to help
healthcare organizations become more competitive. We also believe that our own
competitive position will be further strengthened with the depth of ACS'
capabilities and the expanded breadth of services, such as BPO, and we will be
able to capitalize on the synergies present in both companies. Additionally, we
will be able to devote all of our energy and attention to our clients and
employees without the distractions required of a micro-cap public company."
ACS Chief Executive Officer Jeff Rich said: "ACS is committed to growing its
healthcare service offerings. We believe that the addition of Superior's
integrated consulting and outsourcing capabilities is the right ingredient to
effectively deliver a full suite of services to the healthcare provider market.
Superior has constructed an industry-leading, solution-driven outsourcing
service that improves the performance of hospitals, health systems, and
healthcare providers, and we've taken note of their market success, client
satisfaction, and industry momentum. We are thrilled that Superior's executive
team is joining ACS."
Over the past four years, Superior has conceived, designed, invested in and
developed an industry-leading transformational outsourcing service that
incorporates deep healthcare domain expertise, as well as the technology
investments of a network control center and a world-class processing center.
The company anticipates that the client satisfaction and business benefit
achieved thus far will attract more middle-market opportunities and larger
customer transactions. In the early part of 2004, the company evaluated its
strategic long-term alternatives for sustaining and increasing its business
operations and shareholder value. After a thorough analysis with the
assistance of William Blair & Company and discussions with multiple financial
and strategic partners, the company concluded that its best course for
maximizing shareholder value and for capturing middle-market and larger
opportunities was to present its offerings from a larger financial and
operational platform.
The consummation of the transaction is subject to customary conditions,
including the tender of at least a majority of Superior's fully diluted shares
outstanding, excluding non-vested stock options, and the parties' receipt of
requisite regulatory approvals. Under the terms of the transaction, Superior
directors and senior executives holding approximately 48% of the shares
currently outstanding have agreed to tender their shares into the offer.
Notice to Investors:
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of any class of stock of Superior Consultant Holdings
Corporation. Affiliated Computer Services, Inc. expects to file a tender offer
statement and related materials with the U.S. Securities and Exchange
Commission or "SEC" and Superior will file a solicitation/recommendation
statement with respect to such offer. Investors, Superior stockholders, and
other interested parties are urged to read the tender offer statement and the
solicitation/recommendation statement when they become available because they
contain important information, which should be read carefully before any
decision is made with respect to the offer. The tender offer statement, when
filed by ACS and the solicitation/recommendation statement, when filed by
Superior, will be made available to all stockholders of Superior at no expense
to them. The tender offer statement and the solicitation/recommendation
statement will also be available for free at the SEC's Web site at
http://www.sec.gov/.
Statements included in this press release which are not historical in nature,
are intended to be, and are hereby identified as "forward-looking statements"
for purposes of the safe harbor provided by Section 21E of the Securities
Exchange Act of 1934, as amended by Public Law 104-67. Forward looking
statements may be identified by words including, but not limited to:
"anticipate," "believe," "intends," "estimates," "promises," "expect,"
"should," "conditioned upon" and similar expressions. This release contains
forward-looking statements relating to future financial results or business
expectations. Business plans may change as circumstances warrant. Actual
results may differ materially as a result of factors and events which the
company is unable to accurately predict or over which the company has no
control. Such factors include, but are not limited to: risks associated with
the successful consummation of the acquisition of Superior, the award or loss
of significant client assignments, timing of contracts, recruiting and new
business solicitation efforts, the healthcare market's acceptance of and demand
for the company's offerings, demands upon and consumption of the company's cash
and cash equivalent resources or changes in the company's access to working
capital, regulatory changes and other factors affecting the financial
constraints on the company's clients, competitive pressures (both domestic and
foreign), the ability to successfully manage currency risk, obtain foreign work
permits and otherwise successfully execute and manage international contracts,
economic factors specific to healthcare, general economic conditions,
unforeseen disruptions in transportation, communications or other
infrastructure components, acquisitions under consideration and the ability to
integrate acquisitions on a timely basis. Additional information regarding
these risk factors and others, and additional information concerning the
company are included in the company's reports on file with the Securities and
Exchange Commission.
About Superior Consultant Holdings Corporation
Recipient of Frost & Sullivan's 2003 Best Bang for the Buck Award for providing
services and solutions with the highest ratio of value to cost, Superior
Consultant is a leading national provider of transformational outsourcing,
management and information technology consulting services and solutions to the
healthcare industry. Superior specializes in Digital Business
Transformation(TM) services that enable clients to thrive in the information-
driven economy, and its transformational outsourcing, management and
information technology consulting services and solutions help clients plan and
execute better business strategies and meet their fiscal challenges while
advancing clinical quality. Superior's best practices outsourcing model
includes a full range of flexible business process and information technology
solutions, including data center services, 24/7/365 network monitoring and help
desk services, facility management, interim management, and application
outsourcing services. For 20 years, Superior has been recognized as an
innovative leader within the healthcare industry and has been rewarded with
full and partial outsourcing contracts, thousands of engagements, approximately
170 interim management assignments, and nearly 3,000 clients.
For more information on Superior Consultant Holdings Corporation simply dial
1-800-PRO-INFO and enter the Company ticker: SUPC (a no-cost fax-on- demand
service) or visit the Company's Web site at http://www.superiorconsultant.com/.
About ACS
ACS, a FORTUNE 500 company with more than 43,000 people supporting client
operations in nearly 100 countries, provides business process and information
technology outsourcing solutions to world-class commercial and government
clients. The company's Class A common stock trades on the New York Stock
Exchange under the symbol "ACS." ACS makes technology work. Visit ACS on the
Internet at http://www.acs-inc.com/.
DATASOURCE: Superior Consultant Holdings Corporation
CONTACT: Richard D. Helppie - Chief Executive Officer, Richard R.
Sorensen - Chief Financial Officer, Susan M. Synor - Executive Vice President,
all of Superior Consultant Holdings Corporation, +1-248-386-8300
Web site: http://www.superiorconsultant.com/
http://www.acs-inc.com/