Trizetto Grp. (MM) (NASDAQ:TZIX)
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The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that the special
meeting of stockholders scheduled for June 30, 2008 will be convened as
scheduled, but TriZetto plans to adjourn the meeting until an expected
date in mid-July. TriZetto will issue a press release announcing the
specific meeting date and time. The special meeting has been called to
vote on the proposed merger pursuant to which TriZetto will become a
wholly-owned subsidiary of TZ Holdings, L.P., an entity that is
majority-owned by Apax Partners L.P.
As previously disclosed, following the announcement of the proposed
merger with TZ Merger Sub, Inc., a wholly-owned subsidiary of TZ
Holdings, various complaints were filed seeking to enjoin the proposed
merger. On June 27, 2008, the Delaware Court of Chancery issued a
memorandum opinion and order granting in part and denying in part the
plaintiff's motion for a preliminary injunction enjoining the proposed
merger. While the Court rejected most of plaintiff's arguments in
support of the motion for preliminary injunction, finding that the
process leading up to the proposed merger was fair, comprehensive and
reasonable and that plaintiff failed to demonstrate a probability of
success on most of its disclosure claims, the Court preliminarily
enjoined TriZetto from conducting or allowing any vote by its
stockholders to approve the proposed merger until TriZetto makes
additional disclosures in its proxy materials regarding the potential
financial benefits of the merger to UBS Securities LLC, TriZetto's
financial advisor, based on its previously disclosed interest in certain
convertible notes issued by TriZetto and related bond hedge and warrant
transactions entered into with TriZetto in 2007. As a result, the
special meeting will be adjourned until an expected date in mid-July in
order to give TriZetto stockholders an opportunity to evaluate the
proposed merger in light of the additional disclosure.
As of Friday, June 27, 2008, stockholders representing 32.5 million
shares, or 99.9% of shares voted and 75.3% of shares outstanding, have
voted FOR the proposal to approve and adopt the agreement and plan of
merger previously agreed to among TZ Holdings, TZ Merger Sub and
TriZetto. 43 thousand shares, or 0.1% of shares outstanding, have voted
AGAINST and 7 thousand shares ABSTAINED from voting on the proposal.
However, as this is a preliminary vote, the above-referenced numbers are
subject to change.
The TriZetto Board remains committed to obtaining the best possible
outcome for all of its stockholders and continues to recommend that all
of the TriZetto stockholders vote FOR the approval and adoption of the
proposed merger with TZ Merger Sub.
Important Information
The TriZetto Group filed a definitive proxy statement in connection with
its 2008 Special Meeting of Stockholders with the Securities and
Exchange Commission (SEC) on May 27, 2008. TriZetto stockholders are
urged to read the proxy statement carefully as it contains important
information regarding this vote. Proxy statements were mailed to
stockholders on May 30, 2008. The proxy statement and other relevant
documents filed with the SEC are also available at no cost on the SEC’s
website at www.sec.gov, as well as
TriZetto’s website at www.trizetto.com.
Hardcopies may also be obtained free of charge from TriZetto by
contacting Brad Samson, vice president investor relations at
949-719-2220. Stockholders may also contact Morrow & Co. with questions
or requests for additional copies of the proxy materials by calling
toll-free 800-607-0088, or by e-mail at TriZetto.info@morrowco.com.
TriZetto, and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from TriZetto’s
stockholders with respect to the transactions contemplated by the
definitive merger agreement among TZ Holdings, TZ Merger Sub and
TriZetto. Information regarding TriZetto’s
directors and executive officers is contained in TriZetto’s
definitive proxy statement filed on May 27, 2008.
About TriZetto
TriZetto is Powering Integrated Healthcare Management™.
With its technology touching nearly half of the U.S. insured population,
TriZetto is uniquely positioned to drive the convergence of health
benefit administration, care management and constituent engagement. The
company provides premier information technology solutions that enable
payers and other constituents in the healthcare supply chain to improve
the coordination of benefits and care for healthcare consumers.
Healthcare payers include national and regional health insurance plans,
and benefits administrators that provide transaction services to
self-insured employer groups. The company’s
payer-focused information technology offerings include enterprise and
component software, hosting and business process outsourcing services,
and consulting. Headquartered in Newport Beach, Calif., TriZetto can be
reached at 949-719-2200 or at www.trizetto.com.
Important Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve
risks and uncertainties. The forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements may
include statements about future revenue, profits, cash flows and
financial results, the market for TriZetto’s
services, future service offerings, change of control, industry trends,
client and partner relationships, TriZetto’s
operational capabilities, future financial structure, uses of cash,
anticipated dilution or accretion of acquisitions or proposed
transactions. Actual results may differ materially from those stated in
any forward-looking statements based on a number of factors, including
the ability of TriZetto to successfully integrate the businesses of
TriZetto and its acquisitions or partners; the contributions of
acquisitions to TriZetto’s operating results;
the effectiveness of TriZetto’s
implementation of its business plan, the market’s
acceptance of TriZetto’s new and existing
products and services, the timing of new bookings, risks associated with
management of growth, reliance on third parties to supply key components
of TriZetto’s services, attraction and
retention of employees, variability of quarterly operating results,
competitive factors, other risks associated with acquisitions, changes
in demand for third party products or solutions which form the basis of
TriZetto’s service and product offerings,
financial stability of TriZetto’s customers,
the ability of TriZetto to meet its contractual obligations to
customers, including service level and disaster recovery commitments,
changes in government laws and regulations; risks associated with
rapidly changing technology; and the risk that TriZetto’s
proposed acquisition by Apax Partners is not consummated; as well as the
other risks identified in TriZetto’s SEC
filings, including, but not limited to, its annual report on Form 10-K
and quarterly reports on Form 10-Q, copies of which may be obtained by
contacting TriZetto’s Investor Relations
department at 949-719-2225 or at TriZetto’s
web site at www.trizetto.com. All
information in this release is as of June 30, 2008 unless otherwise
noted. TriZetto undertakes no duty to update any forward-looking
statement to conform the statement to actual results or changes in the
company’s expectations.