SXC Health Solutions announces pricing of upsized public offering of common shares

LISLE, IL, May 10, 2012 /PRNewswire/ - SXC Health Solutions Corp. ("SXC") (NASDAQ: SXCI, TSX: SXC) announced today the pricing of its previously announced public offering of common shares.  Under the offering, SXC will sell 5,200,000 of its common shares at a price to the public of $90.60 per share.  The offering was increased from the previously announced offering size of 4,340,000 common shares.  In connection with the offering, SXC has granted the underwriters a 30-day option to purchase up to an additional 780,000 of its common shares at the public offering price to cover over-allotments, if any.  The offering is expected to close on May 16, 2012, subject to customary closing conditions.

SXC expects to receive net proceeds from the offering of approximately $450.8 million (or approximately $518.6 million if the underwriters exercise their over-allotment option in full), after deducting the underwriting discounts and commissions and estimated offering expenses. SXC intends to use the net proceeds from the offering to pay a portion of the cash component of the merger consideration for the previously announced proposed merger with Catalyst Health Solutions, Inc. and to pay certain related fees and expenses, or for general corporate purposes. If the proposed merger is not completed, SXC expects to use the net proceeds from the offering for general corporate purposes.

The offering is being conducted as a public offering pursuant to an effective shelf registration statement under the Securities Act of 1933.  J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as the joint book-running managers for the offering. Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as the joint lead managers for the offering, and William Blair & Company, L.L.C., JMP Securities LLC, Houlihan Lokey Capital, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Versant Partners Inc. are acting as co-managers for the offering.

Information about the offering is available in the prospectus supplement to be filed with the Securities and Exchange Commission ("SEC").  A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone: (866) 803-9204; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at (888) 603-5847 or by email at [email protected].

The offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus.  This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SXC Health Solutions Corp.

SXC Health Solutions Corp. is a leading provider of pharmacy benefit management ("PBM") services and healthcare information technology solutions to the healthcare benefit management industry. SXC's product offerings and solutions combine a wide range of PBM services and software applications, application service provider processing services and professional services, designed for many of the largest organizations in the pharmaceutical supply chain, such as health plans, employers, federal, provincial, and, state and local governments, pharmacy benefit managers, retail pharmacy chains and other healthcare intermediaries. SXC is headquartered in Lisle, Ill., with multiple locations in the U.S. and Canada.

Forward-Looking Statements

Certain statements included in this communication constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management when made, are inherently subject to significant business, economic and competitive uncertainties and contingencies. SXC cautions that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause SXC's actual financial results, performance, or achievements to be materially different from SXC's estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation, SXC's ability to achieve increased market acceptance for SXC's product offerings and penetrate new markets; consolidation in the healthcare industry; the existence of undetected errors or similar problems in SXC's software products; SXC's ability to identify and complete acquisitions, manage SXC's growth and integrate acquisitions; SXC's ability to compete successfully; potential liability for the use of incorrect or incomplete data; the length of the sales cycle for SXC's healthcare software solutions; interruption of SXC's operations due to outside sources; SXC's dependence on key customers; maintaining SXC's intellectual property rights and litigation involving intellectual property rights; SXC's ability to obtain, use or successfully integrate third-party licensed technology; compliance with existing laws, regulations and industry initiatives and future change in laws or regulations in the healthcare industry; breach of SXC's security by third parties; SXC's dependence on the expertise of SXC's key personnel; SXC's access to sufficient capital to fund SXC's future requirements; and potential write-offs of goodwill or other intangible assets.

This list is not exhaustive of the factors that may affect any of SXC's forward-looking statements. Other factors that should be considered are discussed from time to time in SXC's filings with the SEC, including the risks and uncertainties discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in SXC's 2011 Annual Report on Form 10-K and subsequent Form 10-Qs, which are available at www.sec.gov. Investors are cautioned not to put undue reliance on forward- looking statements. All subsequent written and oral forward-looking statements attributable to SXC or persons acting on SXC's behalf are expressly qualified in their entirety by this cautionary statement. SXC disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Certain of the assumptions made in preparing forward-looking information and management's expectations include: maintenance of SXC's existing customers and contracts, SXC's ability to market SXC's products successfully to anticipated customers, the impact of increasing competition, the growth of prescription drug utilization rates at predicted levels, the retention of SXC's key personnel, SXC's customers continuing to process transactions at historical levels, that SXC's systems will not be interrupted for any significant period of time, that SXC's products will perform free of major errors, SXC's ability to obtain financing on acceptable terms and that there will be no significant changes in the regulation of SXC's business.

Catalyst Transaction Forward-Looking Statements

In addition, numerous factors could cause actual results with respect to the proposed Catalyst transaction to differ materially from those in the forward-looking statements, including without limitation, the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that the SXC and Catalyst businesses will not be integrated successfully; the ability to obtain governmental approvals of the proposed transaction on the proposed terms and schedule contemplated by the parties; the failure of shareholders of SXC or Catalyst to approve the proposed transaction; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; the risk of customer attrition; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; and the ability to obtain the financing contemplated to fund a portion of the consideration to be paid in the proposed transaction and the terms of such financing. Other factors that may affect any of SXC's forward-looking statements that should be considered are set forth: (i) in Exhibit 99.1 to SXC's Current Report on Form 8-K filed with the SEC on May 9, 2012; and (ii) under the caption "Risk Factors" in SXC's preliminary prospectus supplement filed with the SEC on May 9, 2012, in each case available at www.sec.gov.

SOURCE SXC Health Solutions Corp.

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