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EXHIBIT 99.3
FOR IMMEDIATE RELEASE
CONTACTS: TRIZETTO INVESTOR RELATIONS TRIZETTO MEDIA RELATIONS
Anna Marie Dunlap Jodi Amendola
949-719-2200 480-657-9966
[email protected] [email protected]
TRIZETTO SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
RESOURCE INFORMATION MANAGEMENT SYSTEMS, INC.
MERGER TO CREATE GROWTH OPPORTUNITIES ACROSS BUSINESS UNITS
NEWPORT BEACH, CALIF. - NOVEMBER 2, 2000 - The TriZetto(R) Group, Inc.
(NASDAQ:TZIX), a leading provider of Internet application services, e-business
platforms and software engines for the healthcare industry, announced that it
has signed a definitive agreement to acquire Resource Information Management
Systems, Inc. (RIMS), the nation's largest provider of automated claims
processing technology and services for the benefits administration market.
Under the terms of the agreement, TriZetto will acquire RIMS in exchange for $3
million in cash and 2.588 million shares of TriZetto common stock. In addition,
TriZetto will assume approximately 300,000 stock options and issue approximately
$2 million in restricted stock to RIMS employees. The 2.588 million shares will
be subject to a lock-up agreement. The acquisition will be accounted for as a
purchase. Incremental, one-time acquisition costs are currently estimated to be
from $4 - $6 million. TriZetto anticipates completing the transaction by the end
of the fourth quarter of 2000, subject to regulatory approval and other
customary conditions.
Founded in 1981, RIMS' technology solutions currently automate the processing of
approximately 125 million claims annually, or 7% of the non-pharmacy claims
processed in the United States. RIMS' advanced QicLink software automates core
administrative functions for over 300 clients, primarily third party
administrators and self-insured employers. QicLink's advanced software engine is
licensed at the customer site or offered on an application service provider
(ASP) basis through its RIMSLink facility in
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TRIZETTO SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
RESOURCE INFORMATION MANAGEMENT SYSTEMS, INC./2
Naperville, Illinois. RIMS leverages the power of the Internet to provide
online, real-time exchange of information between RIMS clients and trading
partners. RIMS was first to market with NetworX, an enterprise management system
and repricing solution for preferred provider organizations (PPOs). Another new
product, ClaimsExchange, provides Internet connectivity that allows PPOs and
healthcare claims payers to exchange information online.
"RIMS is an excellent strategic fit for TriZetto, and we are enthusiastic about
the growth opportunities that will be created by the merger," said Jeffrey H.
Margolis, TriZetto's chairman and chief executive officer. "RIMS is the leading
provider of software engines for benefits administrators, one of TriZetto's
three target markets. RIMS' solutions will complement Erisco Facets(R), our
market-leading software engine for healthcare payers. In addition, the RIMS
QicLink platform can be pre-integrated with many of our existing and future
satellite software vendors, and RIMS' Internet initiatives are consistent with
our HealthWeb(R) strategy and technology. We believe that by combining the RIMS
and Erisco platforms with TriZetto's comprehensive ASP and HealthWeb solutions,
we are creating an information technology company that is second to none in the
healthcare industry.
"The RIMS acquisition will amplify our growth opportunities across our three
strategic business units," Margolis continued. "Our application engines unit has
been renamed HealtheWare(TM), and it will offer Erisco and RIMS' software
platforms. RIMS' ASP solutions will be included in TriZetto's ASP unit, which
will continue to offer an unrivaled portfolio of multi-vendor engine and
satellite applications to payers, providers and benefit administrators. Our
HealthWeb e-business platform will be fully integrated with RIMS' Internet
applications and initiatives, which will strengthen RIMS' applications and
broaden HealthWeb's products and services. We also anticipate cross-selling ASP
services and HealthWeb technology into RIMS' large base of standalone software
customers.
"We are very pleased that the two principals of RIMS, Thomas H. Heimsoth and
Terry Kirch, will be joining TriZetto upon completion of the merger," Margolis
said. "Tom and Terry founded RIMS 19 years ago, and they have since built the
company into a technology leader in the benefits administration and PPO markets.
Terry will be
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TRIZETTO SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
RESOURCE INFORMATION MANAGEMENT SYSTEMS, INC./3
responsible for benefits administration products and services in our ASP
business unit, and Tom will lead the effort to integrate the RIMS acquisition as
well as other technology integration initiatives at TriZetto."
"We are delighted to be joining the TriZetto organization," said Thomas H.
Heimsoth, chairman and chief executive officer of RIMS. "TriZetto's
multi-faceted technology solutions have been built and deployed under a strategy
that is very similar to that which has guided RIMS in recent years. Both
organizations have been focused on lowering overall infrastructure costs by
leveraging advanced, centrally deployed technology; providing Internet and ASP
connectivity solutions; and supplying excellent service based on deep industry
experience."
RIMS CONFERENCE CALL
TriZetto will be hosting a conference call to discuss the RIMS acquisition on
Friday, November 3rd at 8:00 a.m. Pacific Time. To listen to the conference call
via the Internet, go to TriZetto's Web site at www.trizetto.com and follow the
instructions provided on the investor relations section of the site. The
conference call will be archived and available through TriZetto's Web site for
90 days following the call.
ABOUT TRIZETTO
The TriZetto(R) Group, Inc., provides the healthcare industry with
Internet-enabled ASP, e-business and software solutions. As a multi-vendor
application services provider (ASP), TriZetto pre-integrates and hosts a broad
selection of applications for a predictable monthly fee. HealthWeb(R), its
e-business platform, facilitates information exchange and e-commerce among all
healthcare participants: providers, health plans, employers and health plan
members. HealtheWare(TM), its software engines unit, licenses the industry's
leading client/server system for managed care administration. Headquartered in
Newport Beach, Calif., TriZetto can be reached at (949) 719-2200,
www.trizetto.com.
This press release contains forward-looking statements that are based upon
current expectations and that involve risks and uncertainties. The
forward-looking statements are made pursuant to the Safe Harbor provisions of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may include statements about growth, future net revenues, recurring
and non-recurring revenue, EBITDA, profits, cash flow, and financial results,
the market for TriZetto's services, future service offerings, client and partner
relationships, market share and TriZetto's operational capabilities. Actual
results may differ materially from those stated in any forward-looking
statements based on a number of factors, including the closing of the proposed
merger,
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TRIZETTO SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
RESOURCE INFORMATION MANAGEMENT SYSTEMS, INC./4
the effectiveness of TriZetto's implementation of its business plan, the
market's acceptance of TriZetto's services, risks associated with management of
growth, reliance on third parties to supply key components of TriZetto's
services, attraction and retention of employees, variability of quarterly
operating results, competitive factors, risks associated with acquisitions,
changes in demand for third party products or solutions, which form the basis of
TriZetto's service offerings, and risks associated with rapidly changing
technology, as well as the other risks identified in TriZetto's Form 10-K and
other SEC filings. Although TriZetto believes that the assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could
prove inaccurate, and therefore, there can be no assurance that the results
contemplated in the forward-looking statements will be realized. In light of the
significant uncertainties inherent in the forward-looking information included
herein, the inclusion of such information should not be regarded as a
representation by TriZetto or any other person that TriZetto's objectives or
plans will be achieved. TriZetto undertakes no obligation to revise the
forward-looking statements contained herein to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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