SXC Health Solutions (SXCI) Commences Exchange Offer with National Medical Health Card Systems (NMHC)

March 31, 2008 8:55 AM EDT

SXC Health Solutions Corp. (Nasdaq: SXCI) and National Medical Health Card Systems, Inc. (Nasdaq: NMHC) jointly announced today that, pursuant to their previously announced merger agreement, SXC is commencing today an exchange offer for all of the outstanding shares of NMHC common stock. Subject to the terms and conditions of the offer, NMHC stockholders will receive (i) 0.217 of a common share of SXC and (ii) $7.70 in cash for each share of NMHC common stock tendered. The exchange offer, if consummated, will be followed by a merger for the same consideration to NMHC stockholders as offered in the exchange offer.

The exchange offer is scheduled to expire at 10 a.m., New York City time, on Tuesday, April 29, 2008, unless the offer is extended subject to applicable law and the terms of the merger agreement. The terms and conditions of the offer are described in the offer documents to be mailed to NMHC stockholders and filed with the U.S. Securities and Exchange Commission (the "SEC"). Consummation of the transaction is subject to the condition that there be validly tendered, and not withdrawn, at least 9,600,000 shares of NMHC common stock, receipt of certain regulatory approvals and certain other conditions and termination provisions.

Concurrently with the execution of the merger agreement, SXC entered into stockholder agreements with NMHC and each of New Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P. . In connection with the stockholder agreements, New Mountain agreed to tender all of its shares of NMHC stock within five business days of the commencement of the exchange offer. As of March 31, 2008, New Mountain owned 6,956,522 shares of NMHC convertible preferred stock, which represents approximately 54% of the issued and outstanding shares of NMHC common stock (on a converted basis).

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