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TriZetto Plans Adjournment of Special Meeting
Monday, June 30, 2008 7:32 AM


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.



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