The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that the special
meeting of stockholders scheduled for June 30, 2008 will be convened as
scheduled, but TriZetto plans to adjourn the meeting until an expected
date in mid-July. TriZetto will issue a press release announcing the
specific meeting date and time. The special meeting has been called to
vote on the proposed merger pursuant to which TriZetto will become a
wholly-owned subsidiary of TZ Holdings, L.P., an entity that is
majority-owned by Apax Partners L.P.
As previously disclosed, following the announcement of the proposed
merger with TZ Merger Sub, Inc., a wholly-owned subsidiary of TZ
Holdings, various complaints were filed seeking to enjoin the proposed
merger. On June 27, 2008, the Delaware Court of Chancery issued a
memorandum opinion and order granting in part and denying in part the
plaintiff's motion for a preliminary injunction enjoining the proposed
merger. While the Court rejected most of plaintiff's arguments in
support of the motion for preliminary injunction, finding that the
process leading up to the proposed merger was fair, comprehensive and
reasonable and that plaintiff failed to demonstrate a probability of
success on most of its disclosure claims, the Court preliminarily
enjoined TriZetto from conducting or allowing any vote by its
stockholders to approve the proposed merger until TriZetto makes
additional disclosures in its proxy materials regarding the potential
financial benefits of the merger to UBS Securities LLC, TriZetto's
financial advisor, based on its previously disclosed interest in certain
convertible notes issued by TriZetto and related bond hedge and warrant
transactions entered into with TriZetto in 2007. As a result, the
special meeting will be adjourned until an expected date in mid-July in
order to give TriZetto stockholders an opportunity to evaluate the
proposed merger in light of the additional disclosure.
As of Friday, June 27, 2008, stockholders representing 32.5 million
shares, or 99.9% of shares voted and 75.3% of shares outstanding, have
voted FOR the proposal to approve and adopt the agreement and plan of
merger previously agreed to among TZ Holdings, TZ Merger Sub and
TriZetto. 43 thousand shares, or 0.1% of shares outstanding, have voted
AGAINST and 7 thousand shares ABSTAINED from voting on the proposal.