09.07.2008 21:05:00
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TriZetto Announces Proposed Settlement of Litigation
The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that it has
entered into a memorandum of understanding regarding a proposed
settlement with the plaintiffs in the class action lawsuits pending
against it in the Delaware Court of Chancery related to 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 part of the proposed settlement, TriZetto has agreed to provide
additional explanation to its stockholders regarding the reason TriZetto’s
board of directors directed UBS Securities LLC, TriZetto’s
financial advisor, to utilize the projections disclosed in TriZetto’s
proxy statement for purposes of its analysis in connection with its
opinion issued to TriZetto’s board of
directors on April 10, 2008. TriZetto has also agreed to provide
additional explanation regarding the board of directors’
reasons for selecting the potential bidders in the process leading up to
the sale of the company that were invited to continue to participate in
the second round of the process. These explanations to TriZetto’s
stockholders were included in a Current Report on Form 8-K filed with
the Securities and Exchange Commission today.
In addition, as part of the proposed settlement, certain of TriZetto’s
executive officers have agreed to vote their TriZetto stock in the
aggregate in the same proportion as the vote cast by the other
stockholders voting at the special meeting of TriZetto’s
stockholders to approve the proposed merger.
If approved by the court, the settlement will provide releases to all
defendants of any claims arising from the process leading to the
proposed merger, any of the transactions contemplated by the related
agreement and plan of merger, and any disclosures made in connection
with TriZetto’s proxy statement and
definitive additional proxy material distributed to its stockholders in
connection with the vote of TriZetto’s
stockholders to approve the proposed merger. If approved by the court,
the settlement will also result in the dismissal with prejudice of the
class action lawsuits filed in the Delaware Court of Chancery and the
Superior Court of the State of California related to the proposed merger.
As previously announced, the special meeting of stockholders called to
vote on the merger was convened as scheduled on June 30, 2008, but, as a
result of an injunction issued in the class action litigation, was
adjourned until July 14, 2008 at 10:00 a.m., local time at The Island
Hotel Newport Beach, 690 Newport Center Drive, Newport Beach, California
92660. The injunction issued in the class action litigation was vacated
by the Delaware Court of Chancery on July 2, 2008.
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 also filed
definitive additional material with the SEC on July 2, 2008. TriZetto
stockholders are urged to read the proxy statement and the definitive
additional material filed by TriZetto carefully as they contain
important information regarding this vote. Proxy statements were mailed
to stockholders on May 30, 2008. The definitive additional material was
mailed to stockholders on July 3, 2008. The proxy statement, definitive
additional material 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, L.P., TZ Merger Sub, Inc.
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 the current litigation pending in connection
with the proposed merger, the stockholder vote to approve the proposed
merger, 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 TriZetto’s
ability to satisfy the closing conditions to the proposed merger
(including the receipt of stockholder approval of the proposed merger),
the ability of TriZetto to settle the current litigation pending in
connection with the proposed merger, its ability 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 July 9, 2008. TriZetto undertakes
no duty to update any forward-looking statement to conform the statement
to actual results or changes in the company’s
expectations.
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