NDC Ndchealth Corp

ATLANTA, Jan. 5 /PRNewswire-FirstCall/ -- NDCHealth Corporation (NYSE:NDC) announced today the pricing terms of its previously announced tender offer and consent solicitation for its $200 million outstanding of 10-1/2% senior subordinated notes due 2012 (the "Notes"). The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to December 22, 2005, the consent payment deadline, is $1,149.49, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield of the 4-1/4% U.S. Treasury Note due November 30, 2007, which was calculated at 2:00 p.m., New York City time, today. The reference yield and offer yield are 4.343% and 4.843%, respectively. Holders whose Notes were validly tendered and not withdrawn on or before the consent payment deadline and were accepted for purchase by the Company will receive accrued and unpaid interest on the Notes up to, but not including, the initial payment date for the offer, which is expected to be on January 6, 2006. Holders whose Notes are validly tendered after the consent payment deadline, but on or prior to 5:00 p.m., New York City time, on January 19, 2006, the expiration date, and accepted for purchase by the Company will receive the tender offer consideration of $1,119.49 per $1,000 principal amount of Notes tendered plus accrued and unpaid interest on the Notes up to, but not including, the final payment date for the Offer, which is expected to be on or about January 20, 2006. Holders whose notes are tendered after the consent payment deadline will not receive the consent payment. The completion of the tender offer and consent solicitation is subject to the satisfaction or waiver by the company of a number of conditions as described in the Offer to Purchase and Consent Solicitation Statement dated December 9, 2005. Copies of the Offer to Purchase and Consent Solicitation Statement may be obtained from MacKenzie Partners, Inc., the information agent for the transaction, at (800) 322-2885 (US toll free) or, for bankers and brokers (212) 929-5500. Questions may be directed to Banc of America Securities LLC, High Yield Special Products, at (888) 292-0070 (US toll-free) and (704) 388-9217 (collect). This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement dated December 9, 2005. The CUSIP numbers for the Notes are 639480AC6 and 639480AB8. This communication is being made in respect of the proposed merger involving NDCHealth Corporation and Per-Se Technologies (NASDAQ:PSTI). This communication shall not constitute an offer of any securities for sale. Per-Se and NDCHealth have filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement/prospectus and other relevant documents concerning the proposed merger. Stockholders of NDCHealth and Per-Se are urged to read the registration statement and the joint proxy statement/prospectus, and any other relevant documents filed with the SEC, because they contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (http://www.sec.gov/). You may also obtain these documents, free of charge, from NDCHealth's website (http://www.ndchealth.com/) under the tab "Investor Relations" through the "SEC Filing" link or from Per-Se's website (http://www.per-se.com/) under the tab "Investors" through the "SEC Filing" link. This press release contains statements that constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of management of both NDCHealth and Per-Se Technologies. There are a number of risks and uncertainties that could cause actual results to differ materially from the expectations of management. You are encouraged to consult the filings which each of NDCHealth and Per-Se make with the Securities and Exchange Commission for more information concerning such risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release. DATASOURCE: NDCHealth Corporation CONTACT: Robert P. Borchert, VP-Investor Relations of NDCHealth Corporation, +1-404-728-2906, or Web site: http://www.ndchealth.com/ http://www.per-se.com/

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