National Medical Health Card Systems Inc - Amended tender offer statement by Third Party (SC TO-T/A)
30 Abril 2008 - 1:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
of the Securities Exchange Act of 1934
National Medical Health Card Systems, Inc.
(Name of Subject Company (Issuer))
SXC
Health Solutions Corp. and
Comet Merger Corporation
(Name of Filing Person (Offeror))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
636918302
(CUSIP Number of Class of Securities)
Jeffrey Park
Chief Financial Officer
SXC Health Solutions Corp.
2441 Warrenville Road, Suite 610
Lisle, Illinois 60532
(630) 577-3206
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Gary Gerstman
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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138,135,559(1)
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$5,463
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(1)
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Estimated solely for purposes of calculating the filing fee in accordance with Rules 0-11(d)
and 0-11(a)(4) under the Securities Exchange Act of 1934, based on the product of (1) $9.96
the average of the high and low sale prices of shares of NMHC common stock, as quoted on the
Nasdaq Stock Market, on March 25, 2008 and (2) the maximum possible number of shares of NMHC
common stock to be exchanged pursuant to the exchange offer and proposed merger.
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(2)
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39.30 per million dollars of transaction value. A portion of the filing fee has been offset
by the amount of the filing fee previously paid by SXC Health Solutions Corp. as described
below.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $5,463
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Filing Party: SXC Health Solutions Corp.
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Form or Registration No.: S-4
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Date Filed: March 31, 2008
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o
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement
relates:
þ
third party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going private transaction subject to Rule 13e-3.
þ
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
þ
Items 1 through 9.
This Amendment No. 1 (this
Amendment No. 1
) amends and supplements the Tender Offer
Statement on Schedule TO (the
Schedule TO
) filed with the Securities and Exchange
Commission (the
SEC
) on March 31, 2008 by SXC Health Solutions Corp. (
SXC
)
relating to the exchange offer (the
Offer
) by Comet Merger Corporation, a Delaware
corporation (
Offeror
) that is wholly-owned by SXC Health Solutions, Inc., a Texas
corporation (
US Corp.
) and is an indirect, wholly-owned subsidiary of SXC, to exchange
each outstanding share of common stock of National Medical Health Card Systems, Inc.
(
NMHC
), par value $0.001 per share (collectively,
the
NMHC Shares
), validly
tendered in the Offer and not properly withdrawn, for (i) 0.217 of a common share of SXC and (ii) $7.70 in cash,
without interest, upon the terms and subject to the conditions described in the Prospectus (as
defined below) and the related Letter of Transmittal (as defined
below).
SXC
has filed with the SEC a Registration Statement on Form S-4, dated
March 31, 2008, relating
to the offer and sale of the SXC common shares to be issued to holders of NMHC Shares in the Offer
(the
Registration Statement
). The terms and conditions of the Offer are set forth in the
prospectus, which is a part of the Registration Statement (the
Prospectus
), and the
related letter of transmittal (the
Letter of Transmittal
), which are Exhibits (a)(1) and
(a)(2), hereto.
All of the information set forth in the Prospectus and the Letter of Transmittal, and any
prospectus supplement or other amendment thereto or hereafter filed with the SEC by SXC, is hereby
incorporated by reference in response to all the items of this Amendment No. 1.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
Amendment to Agreement and Plan of Merger
On
April 29, 2008, SXC, US Corp., Offeror and NMHC entered into an Amendment to Agreement and
Plan of Merger (the
Amendment
) to amend that certain Agreement and Plan of Merger, dated
as of February 25, 2008, by and among SXC, US Corp., Offeror and NMHC (the
Merger
Agreement
). Pursuant to the Amendment, the Merger Agreement has been amended to, among other
things, change the capital structure of NMHC upon its becoming an
indirect, wholly-owned subsidiary
of SXC.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, which is incorporated
herein by reference to Exhibit (d)(6) to this Amendment
No. 1.
Completion of Exchange Offer
On April 29, 2008,
SXC issued a press release announcing the acceptance of NMHC Shares
validly tendered and not withdrawn pursuant to the Offer and Merger
Agreement.
The Offer expired at 10:00 a.m. New York City time on April 29, 2008 (the
Expiration
). Mellon Investor Services LLC, the exchange agent and depositary for the
Offer, has advised SXC and Offeror that, as of the Expiration, an aggregate of approximately
11,729,145 NMHC Shares were validly tendered and not withdrawn from the Offer, representing
approximately 90.15% of the outstanding NMHC Shares. Offeror has accepted for payment all NMHC
Shares validly tendered and not withdrawn in accordance with the terms of the Offer.
The
acquisition of NMHC is expected to be completed promptly pursuant to the
short-form merger procedure available under Delaware law, whereby Offeror will file a Certificate
of Ownership and Merger with the Secretary of State of the State of Delaware, whereupon the merger
of Offeror with and into NMHC (the
Merger
) will become effective, with NMHC continuing as
the surviving corporation and as an indirect, wholly owned subsidiary of SXC. No further action is
required by the remaining stockholders of NMHC to effect the merger.
Each of the remaining outstanding NMHC
Shares, other than NMHC Shares held by SXC, Offeror and by stockholders
perfecting dissenters rights, will be
converted into the right to receive (i) 0.217 of a common share
of SXC and (ii) $7.70 in cash, without interest (the
Merger Consideration
). NMHC stockholders who did not tender
their NMHC Shares in the Offer will receive instructions explaining how to exchange each of
their NMHC Shares for the Merger Consideration.
The full text of the press release issued by SXC is incorporated by reference to Exhibit 99.1
to the Form 8-K filed by SXC with the SEC on April 30, 2008.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented with the following information:
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Exhibit No.
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Description
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(a)(14)
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Press Release, dated
April 29, 2008 (incorporated by reference to the Current Report
on Form 8-K
filed by SXC with the SEC on April 30, 2008)
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(d)(6)
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Amendment to Agreement and Plan of Merger, dated as of April
29, 2008, by and among SXC Health Solutions Corp., SXC Health
Solutions, Inc., Comet Merger Corporation, and National
Medical Health Card Systems, Inc.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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SXC HEALTH SOLUTIONS CORP.
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By:
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/s/ Jeffrey Park
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Name:
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Jeffrey Park
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Title:
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Chief Financial Officer
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Dated: April 30, 2008
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)
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Prospectus related to SXC Common Shares to be issued in the Offer and
Merger (incorporated by reference to the Registration Statement on Form
S-4 filed by SXC with the Securities and Exchange Commission on March
31, 2008)
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(a)(2)
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Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the
Registration Statement on Form S-4 filed by SXC with the Securities and
Exchange Commission on March 31, 2008)
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(a)(3)
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Letter to brokers, dealers, commercial banks, trust companies and other
nominees (incorporated by reference to Exhibit 99.3 to the Registration
Statement on Form S-4 filed by SXC with the Securities and Exchange
Commission on March 31, 2008)
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(a)(4)
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Letter to be used by brokers, dealers, commercial banks, trust companies
and other nominees to their clients (incorporated by reference to
Exhibit 99.4 to the Registration Statement on Form S-4 filed by SXC with
the Securities and Exchange Commission on March 31, 2008)
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(a)(5)
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Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (incorporated by reference to Exhibit 99.2 to the
Registration Statement on Form S-4 filed by SXC with the Securities and
Exchange Commission on March 31, 2008)
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(a)(6)
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Joint press release dated March 31, 2008 (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K filed by SXC with the
Securities and Exchange Commission on March 31, 2008)
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(a)(7)
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Letter to holders of NMHC Common Stock, dated as of March 31, 2008
(incorporated by reference to Exhibit (a)(8) to the Schedule TO filed by
SXC with the Securities and Exchange Commission on March 31, 2008)
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(a)(8)
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Joint press release dated February 26, 2008 (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed by SXC with the
Securities and Exchange Commission on February 26, 2008)
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(a)(9)
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PowerPoint presentation referenced and made available in connection with
the conference call held on February 26, 2008 (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed by SXC with the
Securities and Exchange Commission on February 26, 2008)
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(a)(10)
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SXC Investor Questions and Answers, made available February 26, 2008
(incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by SXC with the Securities and Exchange Commission on February
26, 2008)
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(a)(11)
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SXC-NMHC Fact Sheet, made available February 27, 2008 (previously filed
with the Securities and Exchange Commission on February 27, 2008
pursuant to Rule 425 under the Securities Act of 1933, as amended and
deemed filed pursuant to Rule 14d-2(b) under the Securities Exchange Act
of 1934, as amended)
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(a)(12)
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Transcript of the conference call and simultaneous webcast held on
February 26, 2008 (previously filed with the Securities and Exchange
Commission on February 27, 2008 pursuant to Rule 425 under the
Securities Act of 1933, as amended and deemed filed pursuant to Rule
14d-2(b) under the Securities Exchange Act of 1934, as amended)
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Exhibit No.
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Description
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(a)(13)
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Excerpts from the transcript of the conference call and simultaneous
webcast held on March 6, 2008 (previously filed with the Securities and
Exchange Commission on March 7, 2008 pursuant to Rule 425 under the
Securities Act of 1933, as amended and deemed filed pursuant to Rule
14d-2(b) under the Securities Exchange Act of 1934, as amended)
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(a)(14)
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Press Release, dated April 29, 2008 (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K filed by SXC with the
Securities and Exchange Commission on April 30, 2008)
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(b)(1)
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Commitment Letter, dated as of February 25, 2008, between GE Healthcare
Financial Services and SXC Health Solutions Corp. (incorporated by
reference to Exhibit 10.3 to the Current Report on Form 8-K filed by SXC
with the Securities and Exchange Commission on February 27, 2008)
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(b)(2)
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Credit Agreement, dated as of April 21, 2008, among SXC Health
Solutions, Inc., as borrower, SXC Health Solutions Corp., as one of the
guarantors, Comet Merger Corporation, as one of the guarantors, the
Lenders and L/C issuers party thereto, General Electric Capital
Corporation, as administrative agent and GE Capital Markets, Inc., as
sole lead arranger and book runner.
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(d)(1)
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Agreement and Plan of Merger dated as of February 25, 2008, by and among
SXC Health Solutions Corp., SXC Health Solutions, Inc., Comet Merger
Corporation, and National Medical Health Card Systems, Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K filed by SXC with the Securities and Exchange Commission on February
27, 2008)
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(d)(2)
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Stockholder Agreement dated as of February 25, 2008, by and among SXC
Health Solutions Corp., New Mountain Partners, L.P. and National Medical
Health Card Systems, Inc. (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed by SXC with the Securities and
Exchange Commission on February 27, 2008)
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(d)(3)
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Stockholder Agreement dated as of February 25, 2008, by and among SXC
Health Solutions Corp., New Mountain Affiliated Investors, L.P. and
National Medical Health Card Systems, Inc. (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed by SXC with the
Securities and Exchange Commission on February 27, 2008)
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(d)(4)
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Registration Rights Agreement, dated as of February 25, 2008, by and
between SXC Health Solutions Corp., New Mountain Partners, L.P., and New
Mountain Affiliated Investors, L.P. (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed by SXC with the
Securities and Exchange Commission on February 27, 2008)
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(d)(5)
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Certificate of Amendment of Certificate of Designations, Preferences and
Rights of Series A 7% Convertible Preferred Stock of National Medical
Health Card Systems, Inc., dated February 26, 2008 (incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K filed by NMHC
with the Securities and Exchange Commission on February 27, 2008)
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(d)(6)
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Amendment to Agreement and Plan of Merger, dated as of April 29, 2008,
by and among SXC Health Solutions Corp., SXC Health Solutions, Inc.,
Comet Merger Corporation, and National Medical Health Card Systems, Inc.
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(g)
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None
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(h)
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None
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