Cognizant to Acquire TriZetto, Creating a Fully-Integrated Healthcare Technology and Operations Leader - Seite 2

"TriZetto solutions enable the healthcare interactions of millions of people in the U.S. every day," said Jude Dieterman, President and COO of TriZetto. "Our agreement with Cognizant advances our vision of simplifying healthcare for everyone. We believe the combination of Cognizant and TriZetto's talented employees and innovative technology and operations will have a meaningful impact on the way health is managed and care is delivered."

"Cognizant and TriZetto have had a long-term relationship, having jointly served a number of healthcare clients to date," said Gordon Coburn, President of Cognizant. "This acquisition is a natural fit for us. It represents a great opportunity to integrate services across our three horizons—traditional IT services; high-growth businesses such as management consulting, business process services and IT infrastructure services; and emerging delivery models—and provide even greater value to our clients."

"The transaction is expected to be immediately accretive to Cognizant's non-GAAP EPS, excluding one-time transaction costs and adjustments," said Karen McLoughlin, CFO of Cognizant. "That earnings benefit is expected to increase over time as we realize significant revenue synergy potential from the combination of these businesses."

Cognizant intends to finance the transaction through a combination of cash on hand and debt, and has secured $1 billion of committed financing in support of the transaction. The transaction is expected to close in the fourth quarter of 2014. The purchase agreement provides for customary closing conditions and purchase price adjustments including, without limitation, adjustments for items such as cash, indebtedness and working capital.

Cognizant was advised by Credit Suisse, UBS Securities LLC and Centerview Partners. Legal counsel to Cognizant was provided by Latham & Watkins LLP and Nishith Desai Associates. TriZetto was advised by JP Morgan Securities LLC and Goldman Sachss & Co. Legal counsel to TriZetto was provided by Kirkland & Ellis LLP.

Conference Call/Webcast
Cognizant will host a conference call on September 15, 2014 at 8:00 a.m. (Eastern) to discuss the transaction. To listen to the conference call, please dial [phone] (domestic) and [phone] or [phone] (international) and provide the following conference passcode: Cognizant Call.

The conference call and corresponding presentation will also be available live via the Internet by accessing the Cognizant website at www.cognizant.com. Please go to the website at least 15 minutes prior to the call to register and to download and install any necessary audio software.