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