SCHAUMBURG, IL, July 14, 2015 /CNW/ - Catamaran Corporation [NASDAQ:
CTRX, TSX: CCT] announced that at a special meeting of its shareholders
held earlier today, Catamaran shareholders approved the previously
announced arrangement agreement and plan of arrangement providing for
the acquisition of Catamaran by UnitedHealth Group [NYSE: UNH].
Over 99% of the votes represented and cast at the meeting were voted in
favor of the approval and adoption of the arrangement agreement and
plan of arrangement. Catamaran shareholders also approved, on an
advisory, non-binding basis, compensation that may become payable to
named executive officers as a result of the acquisition.
Under the terms of the arrangement agreement and plan of arrangement
previously announced on March 30, 2015, UnitedHealth Group will
acquire, indirectly, all of the issued and outstanding shares of
Catamaran, with Catamaran shareholders receiving an amount in cash
equal to US$61.50 per common share, without interest and less
applicable withholding taxes. The transaction, which is expected to
close in the third quarter of 2015, remains subject to final approval
by the Yukon court and Ohio insurance regulator and the satisfaction of
other customary closing conditions.
About Catamaran
Catamaran, one of the industry's fastest-growing pharmacy benefits
manager, helps organizations and the communities they serve take
control of prescription drug costs. Managing more than 400 million
prescriptions each year on behalf of 35 million members, our flexible,
holistic solutions improve patient care and empower individuals to take
charge of their health. Processing one in every five prescription
claims in the U.S., Catamaran's skill and scale deliver compelling
financial results and sustainable improvement in the overall health of
members. Catamaran is headquartered in Schaumburg, IL., with multiple
locations in the United States and Canada. For more information, please
visit www.CatamaranRx.com, and for industry news and information follow Catamaran on Twitter, @CatamaranCorp.
Investor and Media Contact:
Tony Perkins
Tel: (312) 261-7805
tony.perkins@catamaranrx.com
Cautionary Statement Regarding Forward-Looking Statements:
This communication may contain statements, estimates, projections,
guidance or outlook that constitute "forward-looking statements" or
"forward looking information" as defined under U.S. federal and
Canadian provincial securities laws. Generally the words "believe,"
"expect," "intend," "estimate," "anticipate," "plan," "project,"
"should" and similar expressions identify forward-looking statements or
information, which generally are not historical in nature. Such
statements or information may contain information about financial
prospects, economic conditions and trends and involve risks and
uncertainties. We caution that actual results could differ materially
from those that management expects, depending on the outcome of certain
factors, including the failure to complete or receive the anticipated
benefits from UnitedHealth Group's acquisition of Catamaran; the
possibility that the parties may be unable to successfully integrate
Catamaran's operations into those of UnitedHealth Group; such
integration may be more difficult, time-consuming or costly than
expected; revenues following the transaction may be lower than
expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be
greater than expected following the transaction; the retention of
certain key employees at Catamaran may not be achieved; the conditions
to the completion of the transaction may not be satisfied, or the
regulatory approvals required for the transaction may not be obtained
on the terms expected or on the anticipated schedule; the parties may
be unable to meet expectations regarding the timing, completion and
accounting and tax treatments of the arrangement; UnitedHealth Group
and Catamaran are subject to intense competition; and the other factors
discussed in "Risk Factors" in Catamaran's Annual Report on Form 10-K
for the year ended December 31, 2014, which was filed with the SEC and
the Canadian Securities Commissions on March 2, 2015, and on
Catamaran's website at www.CatamaranRx.com, and Catamaran's other filings with the SEC which are available on http://www.sec.gov. Catamaran assumes no obligation to update the information in this
communication, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements or information, which speak only as of the date hereof.
SOURCE Catamaran