SXC Health Solutions (now Catrmaran) Completes Merger with Catalyst Health Solutions

SXC Health Solutions Corp. (NASDAQ: SXCI) (TSX: SXC), now called Catamaran Corporation (NASDAQ: CTRX) (TSX: CCT), a leading provider of pharmacy benefit management (PBM) services and healthcare information technology (HCIT) solutions to the healthcare benefits management industry, completed its merger of Catalyst Health Solutions, Inc. with a wholly owned subsidiary of SXC. The transaction created the fourth largest pharmacy benefits manager (PBM) by prescription volume, with an annual prescrip-tion volume of more than 200 million adjusted PBM scripts. With combined annual revenues of approximately $13 billion, the combined company, which was renamed “Catamaran Corporation,” is expected to cover approximately 25 million members.

Under the terms of the merger agreement, Catalyst stockholders received US$28.00 in cash and 0.6606 of a share of SXC stock for each Catalyst share.

In connection with the merger, JPMorgan Chase Bank, N.A., Bank of America, Barclays Bank and SunTrust provided senior secured credit facilities in an aggregate amount of US$1.8 billion, consisting of (i) a five-year senior secured term loan facility in the amount of US$1.1 billion, and (ii) a five-year senior secured revolving credit facility in the amount of US$700 million.

In addition, on May 16, 2012, SXC issued 5,980,000 shares of SXC common stock in an underwritten public offering, which was led by J.P. Morgan Securities LLC and Barclays Capital Inc., and received net proceeds of approximately US$519 million, after underwriting discounts and commissions and estimated offering expenses.

SXC was represented in Canada by Heenan Blaikie LLP, with a team that included Kevin Rooney, Charlie MacCready, Stephanie Sykes and Ora Wexler (securities); Ilia Danef and Maxine Ethier (banking) and Mark Jadd (tax); and in the US by Sidley Austin LLP, with a team that included Gary Gerstman, Scott Williams, Michael Heinz and Jonathan Blackburn. Incorporated in the Yukon, SXC was advised on matters of Yukon law by Paul Lackowicz of Lackowicz & Hoffman. ,

Catalyst was represented by Milbank, Tweed, Hadley & McCloy LLP, with a team that included Thomas Janson, David Schwartz and George Esposito.

The underwriters were represented in Canada by Davies Ward Phillips & Vineberg LLP, with a team that included Michael Barrett and Serge Semenovych; and in the US by Davis Polk & Wardwell LLP, with a team that included Deanna Kirkpatrick, Ross Oliver and Hilde Matthee.


Paul W. Lackowicz Ora Wexler Charlie F. MacCready Maxine Ethier Ilia Danef Mark I. Jadd Michael Barrett Stephanie J. Sykes


Sidley Austin LLP Milbank, Tweed, Hadley & McCloy LLP Davies Ward Phillips & Vineberg LLP Davis Polk & Wardwell