The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that it has
entered into a memorandum of understanding regarding a proposed
settlement with the plaintiffs in the class action lawsuits pending
against it in the Delaware Court of Chancery related to 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 part of the proposed settlement, TriZetto has agreed to provide
additional explanation to its stockholders regarding the reason TriZetto’s
board of directors directed UBS Securities LLC, TriZetto’s
financial advisor, to utilize the projections disclosed in TriZetto’s
proxy statement for purposes of its analysis in connection with its
opinion issued to TriZetto’s board of
directors on April 10, 2008. TriZetto has also agreed to provide
additional explanation regarding the board of directors’
reasons for selecting the potential bidders in the process leading up to
the sale of the company that were invited to continue to participate in
the second round of the process. These explanations to TriZetto’s
stockholders were included in a Current Report on Form 8-K filed with
the Securities and Exchange Commission today.
In addition, as part of the proposed settlement, certain of TriZetto’s
executive officers have agreed to vote their TriZetto stock in the
aggregate in the same proportion as the vote cast by the other
stockholders voting at the special meeting of TriZetto’s
stockholders to approve the proposed merger.
If approved by the court, the settlement will provide releases to all
defendants of any claims arising from the process leading to the
proposed merger, any of the transactions contemplated by the related
agreement and plan of merger, and any disclosures made in connection
with TriZetto’s proxy statement and
definitive additional proxy material distributed to its stockholders in
connection with the vote of TriZetto’s
stockholders to approve the proposed merger. If approved by the court,
the settlement will also result in the dismissal with prejudice of the
class action lawsuits filed in the Delaware Court of Chancery and the
Superior Court of the State of California related to the proposed merger.
As previously announced, the special meeting of stockholders called to
vote on the merger was convened as scheduled on June 30, 2008, but, as a
result of an injunction issued in the class action litigation, was
adjourned until July 14, 2008 at 10:00 a.m., local time at The Island
Hotel Newport Beach, 690 Newport Center Drive, Newport Beach, California
92660.
