Apax Partners BCBS TN The Regence Group CASE STUDY by yaoyufang


									                                                                   CASE STUDY
              Apax Partners / BCBS TN / The Regence Group

                                                                              has acquired

                                                           for $22.00 per share
                                     in a going private transaction, for a total value of $1.4 billion(1)

                                   Cain Brothers acted as Financial Advisor to BlueCross BlueShield of Tennessee
                                                              and The Regence Group
                                                                                                                                   August 2008

Transaction Highlights
     On April 11, 2008, The TriZetto Group, Inc. (NASDAQ: TZIX) announced that it has entered into a definitive
     agreement to be acquired and taken private by Apax Partners (“Apax”), a global private equity firm with over $35
     billion in funds under advice. The transaction closed August 4, 2008.
     Shareholders will receive $22.00 per share in cash, valuing the transaction at approximately $1.4 billion
           Purchase price implies a 29% premium over the 30 calendar-day average closing price
     BlueCross BlueShield of Tennessee (“BCBST”) and The Regence Group (“Regence”), both customers of TZIX, are
     providing a portion of the funding for the transaction and will be equity investors in the newly private company
             The structure pairs a world-class private equity firm with two not-for-profit managed health care plans,
             providing minority equity ownership for BCBST and Regence
     This is one of the largest leveraged buyouts to be announced since the credit markets turned last summer

Cain Brothers’ Role
     Worked collaboratively with the entire investor group to develop a successful transaction structure and strategy
     Served as an M&A and financial advisor to BCBST and Regence
     Supported and assisted BCBST and Regence in their communication planning and implementation
     Transaction demonstrates Cain Brothers’ deep domain knowledge in the managed care and HCIT sectors, its
     commitment to senior level, relationship-oriented client service and “out-of-the-box,” value-added thought processes

About The TriZetto Group, Inc.
     TriZetto is Powering Integrated Healthcare Management™. With its technology touching nearly half of the U.S.
     insured population, TriZetto is uniquely positioned to drive the convergence of health benefit administration, care
     management and constituent engagement. The company provides premier information technology solutions that
     enable payers and other constituents in the healthcare supply chain to improve the coordination of benefits and care
     for healthcare consumers. Healthcare payers include national and regional health insurance plans, and benefits
     administrators that provide transaction services to self-insured employer groups. The company's payer-focused
     information technology offerings include enterprise and component software, hosting and business process
     outsourcing services, and consulting.
(1) Includes consideration for stock options and shares related to TriZetto’s outstanding convertible notes.

Certain activities and services referred to in this case study are provided by Cain Brothers & Company, LLC. This communication is a case study for our corporate clients and does
not constitute professional advice or services.

                                                                                                                                                                       August 2008

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