Wolters Kluwer to Acquire NDCHealth's Information Management Business

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Algemeen advies 29/08/2005 07:57
Wolters Kluwer, a leading multinational publisher and information services company, today announced it is acquiring the
Information Management business of NDCHealth Corporation (NDC-IM), a leading provider of healthcare information solutions.

· NDC-IM is expected to have revenues of approximately $165 million and adjusted EBITDA1 of $36 million in calendar year 2005.
· Purchase price of $382 million will be paid in cash and is a multiple of 2.3 times revenues, and 10.5 times adjusted EBITDA1.
· Acquisition is expected to be accretive to ordinary earnings per share in 2006 by approximately 3 euro cents.
· Acquisition strengthens Wolters Kluwer's position in the growing pharmaceutical, biotech, and medical device market by expanding its business
intelligence offerings.
· NDC-IM will be part of Wolters Kluwer Health's Pharma Solutions unit, creating overhead efficiencies and commercial synergies not previously available.
· Transaction is expected to be completed in the fourth quarter of 2005.

Wolters Kluwer CEO and Executive Board Chairman Nancy McKinstry said, "As part of our strategic focus, we've indicated plans to grow our Health business and
specifically within the pharmaceutical and biotech markets, where we see significant potential for growth. This acquisition enables us to take a leading
position in providing solutions and tools that improve decision-making for our customers."

"The pharmaceutical industry is highly dependent upon analytical data products to optimize their strategies and investments," said Jeff McCaulley, CEO of
Wolters Kluwer Health. "Adding NDC-IM's product portfolio to our core business intelligence products in drug discovery and development gives us a comprehensive
suite of value-added content offerings to help our customers be more successful in their markets."

NDC-IM is a leading provider of data and business intelligence products, including products for sales compensation and targeting, market and marketing
research, managed care, and outcomes analysis. In addition to its leading position in physician-level data products, NDC-IM is pioneering the emerging and
high-growth market for primary source transactional prescription data. This approach combines data from across the entire spectrum of care over
time (longitudinal data) to provide manufacturers with more comprehensive data than is otherwise available. NDC-IM's strong customer base includes long-term
relationships with leading providers in the pharmaceutical, biotech, and medical devices industries.

NDC-IM, with approximately 450 employees, based primarily in Phoenix, Arizona, will become part of Wolters Kluwer Health's Pharma Solutions unit. The Pharma
Solutions unit's focus is to expand its leadership in content for drug development and product management by offering


1 Adjusted EBITDA = Earnings before interest, tax, depreciation, amortization, restructuring costs and including expected cost synergies in general and
administrative functions more business intelligence databases and customized services. The NDC-IM acquisition complements this strategy, allowing Wolters
Kluwer Health to extend its content and business intelligence product line across discovery, development, and distribution.

The acquisition of NDC-IM is expected to be completed in the fourth quarter. The other businesses of NDCHealth will be acquired by Per-Se Technologies Inc. The
completion of Wolters Kluwer's NDC-IM acquisition is conditioned on approval by the NDCHealth shareholders for the Wolters Kluwer/NDCHealth and Per-Se/NDCHealth agreements, and approval by the Per-Se Technologies shareholders for the Per-Se/NDCHealth agreement, as well as approval by anti-trust authorities and other customary closing conditions.




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