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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 9)
Per-Se Technologies, Inc.
------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 per share
------------------------------------------------
(Title of Class of Securities)
713569309
------------------------------------------------
(CUSIP Number)
Allison Bennington, Esq.
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
(415) 362-3700
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(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
Christopher G. Karras, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
(215) 994-4000
November 5, 2006
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP NO. 713569309 Page 2 of 28
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)* WC*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,051,644**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,051,644**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,051,644**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 713569309 Page 3 of 28
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners, L.L.C.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,051,644**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,051,644**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,051,644**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00 (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 713569309 Page 4 of 28
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,051,644**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,051,644**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,051,644**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 713569309 Page 5 of 28
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,051,644**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,051,644**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,051,644**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00 (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 713569309 Page 6 of 28
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Jeffrey W. Ubben
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,051,644**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,051,644**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,051,644**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 713569309 Page 7 of 28
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
George F. Hamel, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,051,644**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,051,644**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,051,644**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 713569309 Page 8 of 28
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Peter H. Kamin
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
---------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,051,644**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,051,644**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,051,644**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
THE PURPOSE OF THIS AMENDMENT NO. 9 TO SCHEDULE 13D IS TO AMEND THE
PURPOSE OF TRANSACTION SECTION OF REPORTS FILED BY THE REPORTING PERSONS.
THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION PREVIOUSLY REPORTED.
Item 4. Purpose of Transaction
As of November 5, 2006, McKesson Corporation, a Delaware corporation
("Parent"), Packet Merger Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), and the Issuer entered into an Agreement
and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger
Agreement, among other things, Merger Sub will be merged with and into the
Issuer and each outstanding share of the common stock of the Issuer will be
converted into the right to receive the merger consideration specified
therein.
As an inducement and a condition to Parent entering into the Merger
Agreement, Parent has required ValueAct Capital Master Fund, VA Partners and
ValueAct Management L.P. (the "Stockholders") to enter into a Voting
Agreement, dated as of November 5, 2006, with Parent and, for limited
purposes, the Issuer, under which the Stockholders agreed to vote their
shares of Common Stock in favor of adoption of the Merger Agreement and
against certain conflicting transactions.
The foregoing summary of the Voting Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Voting Agreement, which is
filed as Exhibit 2 hereto and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set forth in Item 4 with respect to the Voting Agreement is
incorporated herein by reference.
Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer's Common Stock which are
required to be described hereunder.
Item 7. Material to Be Filed as Exhibits
(1) Joint Filing Agreement.
(2) Voting Agreement dated November 5, 2006
Page 9 of 28
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
George F. Hamel, Jr. and Peter H. Kamin, and each of them, with full power to
act without the other, his or its true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or it and in his
or its name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to this Schedule 13D, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary fully to all intents and
purposes as he or it might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
ValueAct Capital Master Fund L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
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Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
VA Partners, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
Page 10 of 28
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: November 6, 2006 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: November 6, 2006 Peter H. Kamin, Managing Member
Page 11 of 28
Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Per-Se
Technologies, Inc. is being filed jointly on behalf of each of them with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended.
ValueAct Capital Master Fund L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
VA Partners, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, L.P.,
by, ValueAct Capital Management, LLC
its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: November 6, 2006 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: November 6, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: November 6, 2006 Peter H. Kamin, Managing Member
Page 12 of 28
EXHIBIT 2
EXECUTION VERSION
VOTING AGREEMENT
VOTING AGREEMENT, dated as of November 5, 2006 (this "Agreement"),
by and among VALUEACT CAPITAL MASTER FUND, L.P., VA PARTNERS, L.L.C.,
VALUEACT CAPITAL MANAGEMENT, L.P. (each of the foregoing, a "Stockholder"
and, collectively, the "Stockholders"), MCKESSON CORPORATION, a Delaware
corporation ("Parent"), and solely for the purposes of Section 5.02 hereof,
PER-SE TECHNOLOGIES, INC., a Delaware corporation (the "Company").
WHEREAS, concurrently with the execution of this Agreement,
Parent, Packet Merger Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), and the Company, are entering into an
Agreement and Plan of Merger, dated as of the date hereof (as amended,
supplemented, restated or otherwise modified from time to time, the "Merger
Agreement") pursuant to which, among other things, Merger Sub will merge
with and into the Company (the "Merger") and each outstanding share of the
common stock, par value $0.01 per share, of the Company (the "Common Stock")
will be converted into the right to receive the merger consideration
specified therein.
WHEREAS, as of the date hereof, each Stockholder Beneficially Owns
the number of shares of Common Stock set forth opposite such Stockholder's
name on Schedule I hereto, and the Stockholders Beneficially Own, in the
aggregate, of 6,051,644 shares of Common Stock.
WHEREAS, as a condition and inducement to Parent entering into the
Merger Agreement, Parent has required that the Stockholder agree, and the
Stockholder has agreed, to enter into this agreement and abide by the
covenants and obligations with respect to the Covered Shares (as hereinafter
defined) set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Capitalized Terms. For the purposes of this
Agreement, capitalized terms used and not defined herein shall have the
respective means ascribed to them in the Merger Agreement
Section 1.02 Other Definitions. The following capitalized
terms, as used in this Agreement, shall have the meanings set forth below.
(a) "Affiliate" of any person means another person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first person.
Page 13 of 28
(b) "Beneficial Ownership" by a person of any securities
includes ownership by any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, has or
shares (i) voting power which includes the power to vote, or to direct the
voting of, such security; and/or (ii) investment power which includes the
power to dispose, or to direct the disposition, of such security; and shall
otherwise be interpreted in accordance with the term "beneficial ownership"
as defined in Rule 13d-3 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended; provided that for
purposes of determining Beneficial Ownership, a person shall be deemed to be
the Beneficial Owner of any securities which such person has, at any time
during the term of this Agreement, the right to acquire upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise
(irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time
in excess of 60 days, the satisfaction of any conditions, the occurrence of
any event or any combination of the foregoing). The terms "Beneficially
Own" and "Beneficially Owned" shall have a correlative meaning.
(c) "control" (including the terms "controlled by" and
"under common control with"), with respect to the relationship between or
among two or more persons, means the possession, directly or indirectly, of
the power to direct or cause the direction of the affairs or management of a
person, whether through the ownership of voting securities, as trustee or
executor, by contract or any other means.
(d) "Covered Shares" means, with respect to any Stockholder,
such Stockholder's Existing Shares, together with any shares of Common Stock
or other voting capital stock of the Company and any securities convertible
into or exercisable or exchangeable for shares of Common Stock or other
voting capital stock of the Company, in each case that such Stockholder
acquires Beneficial Ownership of on or after the date hereof.
(e) "Encumbrance" means any security interest, pledge,
mortgage, lien (statutory or other), charge, option to purchase, lease or
other right to acquire any interest or any claim, restriction, covenant,
title defect, hypothecation, assignment, deposit arrangement or other
encumbrance of any kind or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement),
excluding restrictions under securities laws.
(f) "Existing Shares" means, with respect to each
Stockholder, the number of shares of Common Stock Beneficially Owned (and
except as may be set forth on Schedule I hereto, owned of record) by such
Stockholder, as set forth opposite such Stockholder's name on Schedule I
hereto.
(g) "person" means any individual, corporation, limited
liability company, limited or general partnership, joint venture,
association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other
entity, or any group comprised of two or more of the foregoing.
(h) "Representatives" means the officers, directors,
employees, agents, advisors and Affiliates of a person.
Page 14 of 28
(i) "Subsidiary" of any person, means any person (i) of
which such person directly or indirectly owns, securities or other equity
interests representing more than fifty percent (50%) of the aggregate voting
power or (ii) of which a person possesses the right to elect more than fifty
percent (50%) of the directors or persons holding similar positions.
(j) "Transfer" means, directly or indirectly, to sell,
transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by
merger (including by conversion into securities or other consideration), by
tendering into any tender or exchange offer, by testamentary disposition, by
operation of law or otherwise), or to enter into any contract, option or
other arrangement or understanding with respect to the voting of or sale,
transfer, assignment, pledge, encumbrance, hypothecation or similar
disposition of (by merger, by tendering into any tender or exchange offer,
by testamentary disposition, by operation of law or otherwise).
ARTICLE II
VOTING
Section 2.01 Agreement to Vote. Each Stockholder hereby
irrevocably and unconditionally agrees that during the term of this
Agreement, at the Stockholders Meeting and at any other meeting of the
stockholders of the Company, however called, including any adjournment or
postponement thereof, and in connection with any written consent of the
stockholders of the Company, such Stockholder shall, in each case to the
fullest extent that the Covered Shares are entitled to vote thereon or
consent thereto:
(a) appear at each such meeting or otherwise cause the Covered
Shares as to which such Stockholder controls the right to vote to be counted
as present thereat for purposes of calculating a quorum; and
(b) vote (or cause to be voted), in person or by proxy, or
deliver (or cause to be delivered) a written consent covering, all of the
Covered Shares as to which such Stockholder controls the right to vote (i)
in favor of the adoption of the Merger Agreement; (ii) against any action or
agreement that is in opposition to, or competitive or inconsistent with, the
Merger or that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company contained in
the Merger Agreement, or of such Stockholder contained in this Agreement;
and (iii) against any Takeover Proposal and against any other action,
agreement or transaction that is prohibited by the Merger Agreement or that
would otherwise interfere with, delay, postpone, discourage, frustrate the
purposes of or adversely affect the Merger or the other transactions
contemplated by the Merger Agreement or this Agreement or the performance by
the Company of its obligations under the Merger Agreement or by such
Stockholder of its obligations under this Agreement, including: (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or its Subsidiaries (other
than the Merger); (B) a sale, lease or transfer of a material amount of
assets of the Company or any of its Subsidiaries or any reorganization,
recapitalization or liquidation of the Company or any of its Subsidiaries;
(C) an election of new members to the board of directors of the Company,
other than nominees to the board of directors of the Company in office on
the date of this Agreement; (D) any change in the present capitalization or
Page 15 of 28
dividend policy of the Company or any amendment or other change to the
Company's certificate of incorporation or bylaws, except if approved by
Parent; or (E) any other change in the Company's corporate structure or
business.
Section 2.02 No Inconsistent Agreements. Each Stockholder
hereby covenants and agrees that, except for this Agreement, such
Stockholder (a) has not entered into, and shall not enter into at any time
while this Agreement remains in effect, any voting agreement or voting trust
with respect to the Covered Shares, (b) has not granted, and shall not grant
at any time while this Agreement remains in effect, a proxy, consent or
power of attorney with respect to the Covered Shares and (c) has not taken
and shall not knowingly take any action that would make any representation
or warranty of such Stockholder contained herein untrue or incorrect or have
the effect of preventing or disabling such Stockholder from performing any
of its obligations under this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby represents and warrants, jointly and
severally, to Parent as follows:
Section 3.01 Organization; Authorization; Validity of
Agreement; Necessary Action. Each Stockholder that is not an individual is
duly organized and is validly existing and in good standing under the laws
of the jurisdiction of its incorporation. Each Stockholder has full power
and authority to execute and deliver this Agreement, to perform such
Stockholder's obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery by such Stockholder of this
Agreement, the performance by it of its obligations hereunder and the
consummation by it of the transactions contemplated hereby have been duly
and validly authorized by such Stockholder and no other actions or
proceedings on the part of such Stockholder or any stockholder thereof are
necessary to authorize the execution and delivery by it of this Agreement,
the performance by it of its obligations hereunder or the consummation by it
of the transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Stockholder and, assuming this Agreement
constitutes a valid and binding obligation of the other parties hereto,
constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, moratorium, reorganization or similar laws
affecting the rights of creditors generally and the availability of
equitable remedies (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
Section 3.02 Ownership. Schedule I sets forth, opposite each
Stockholder's name, the number of shares of Common Stock over which such
Stockholder has beneficial ownership as of the date hereof. Each
Stockholder's Existing Shares are, and all of the Covered Shares owned by
such Stockholder from the date hereof through and on the Closing Date will
be, Beneficially Owned by such Stockholder. Each Stockholder has good and
marketable title to such Stockholder's Existing Shares, free and clear of
any Encumbrances. As of the date hereof, such Stockholder's Existing Shares
constitute all of the shares of Common Stock Beneficially Owned or owned of
Page 16 of 28
record by such Stockholder. No Stockholder nor any Affiliate of a
Stockholder owns or holds any right to acquire any additional shares of any
class of capital stock of the Company or other securities of the Company or
any interest therein or any voting rights with respect to any securities of
the Company.
Section 3.03 No Violation. The execution and delivery of this
Agreement by each Stockholder does not, and the performance by such
Stockholder of its obligations under this Agreement will not, (i) conflict
with or violate the certificate of incorporation, bylaws or other comparable
governing documents, as applicable, of such Stockholder, (ii) conflict with
or violate any law, ordinance or regulation of any Governmental Entity
applicable to the Stockholder or by which any of its assets or properties is
bound, or (iii) conflict with, result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any
Encumbrance on the properties or assets of the Stockholder pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Stockholder
is a party or by which such Stockholder or any of its assets or properties
is bound, except for any of the foregoing as could not reasonably be
expected, either individually or in the aggregate, to impair the ability of
such Stockholder to perform its obligations hereunder or to consummate the
transactions contemplated hereby on a timely basis.
Section 3.04 Consents and Approvals. The execution and
delivery of this Agreement by each Stockholder does not, and the performance
by such Stockholder of its obligations under this Agreement and the
consummation by it of the transactions contemplated hereby will not, require
such Stockholder to obtain any consent, approval, authorization or permit
of, or to make any filing with or notification to, any Governmental Entity.
Section 3.05 Absence of Litigation. There is no Action
pending or, to the knowledge of any Stockholder, threatened against or
affecting any Stockholder or any of their respective Affiliates before or by
any Governmental Entity that could reasonably be expected to impair the
ability of any Stockholder to perform its obligations hereunder or to
consummate the transactions contemplated hereby on a timely basis.
Section 3.06 Finder's Fees. No investment banker, broker,
finder or other intermediary is entitled to a fee or commission from Parent,
Merger Sub or the Company in respect of this Agreement based upon any
arrangement or agreement made by or on behalf of the Stockholders.
Section 3.07 Reliance by Parent and Merger Sub. Each
Stockholder understands and acknowledges that Parent and Merger Sub are
entering into the Merger Agreement in reliance upon each Stockholder's
execution and delivery of this Agreement and the representations and
warranties of such Stockholder contained herein.
ARTICLE IV
OTHER COVENANTS
Section 4.01 Prohibition on Transfers, Other Actions. Each
Stockholder hereby agrees not to (i) Transfer any of its Covered Shares,
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Beneficial Ownership thereof or any other interest therein; (ii) enter into
any agreement, arrangement or understanding with any person, or take any
other action, that violates or conflicts with or would reasonably be
expected to violate or conflict with, or result in or give rise to a
violation of or conflict with, such Stockholder's representations,
warranties, covenants and obligations under this Agreement; or (iii) take
any action that could restrict or otherwise affect such Stockholder's legal
power, authority and right to comply with and perform its covenants and
obligations under this Agreement. Any Transfer in violation of this
provision shall be void. Each Stockholder also agrees not to engage in any
transaction with respect to any of the Covered Shares with the primary
purpose of depriving Parent of the intended benefits of this Agreement.
Section 4.02 Stock Dividends, etc. In the event of a stock
split, stock dividend or distribution, or any change in the Common Stock by
reason of any split-up, reverse stock split, recapitalization, combination,
reclassification, exchange of shares or the like, the terms "Existing
Shares" and "Covered Shares" shall be deemed to refer to and include such
shares as well as all such stock dividends and distributions and any
securities into which or for which any or all of such shares may be changed
or exchanged or which are received in such transaction.
Section 4.03 No Solicitation. Each Stockholder hereby agrees
that during the term of this Agreement it shall not, and shall not permit
any of its Subsidiaries, Affiliates or Representatives to, directly or
indirectly through another person, (i) solicit, initiate or knowingly
encourage, or take any other action designed to, or which would reasonably
be likely to, result in or facilitate, any Takeover Proposal or the making
or consummation thereof, (ii) enter into, continue or otherwise participate
in any discussions or negotiations regarding, or furnish to any person any
information in connection with, or otherwise cooperate in any way with, any
Takeover Proposal or (iii) waive, terminate, modify or fail to enforce any
provision of any "standstill" or similar obligation of any person other than
Parent, (iv) make or participate in, directly or indirectly, a
"solicitation" of "proxies" (as such terms are used in the rules of the U.S.
Securities and Exchange Commission) or powers of attorney or similar rights
to vote, or seek to advise or influence any person with respect to the
voting of, any shares of Common Stock in connection with any vote or other
action on any matter, other than to recommend that stockholders of the
Company vote in favor of the adoption of the Merger Agreement and as
otherwise expressly provided in this Agreement, (v) approve, adopt or
recommend, or publicly propose to approve, adopt or recommend, or allow any
of its Subsidiaries to execute or enter into, any letter of intent,
memorandum of understanding, agreement in principle, merger agreement,
acquisition agreement, option agreement, joint venture agreement,
partnership agreement or other similar Contract constituting or related to,
or that is intended to or could reasonably be expected to lead to, any
Takeover Proposal, or (vi) agree or publicly propose to do any of the
foregoing. Each Stockholder hereby represents that, as of the date hereof,
it is not engaged in any discussions or negotiations with respect to any
Takeover Proposal and agrees immediately to cease and cause to be terminated
all discussions or negotiations with any person conducted heretofore with
any person other than Parent with respect to any possible Takeover Proposal,
and will take the necessary steps to inform its Affiliates and
Representatives of the obligations undertaken by such Stockholder pursuant
to this Agreement, including this Section 4.03. Each Stockholder also
Page 18 of 28
agrees that any violation of this Section 4.03 by any of its Affiliates or
Representatives shall be deemed to be a violation by such Stockholder of
this Section 4.03.
Section 4.04 Notice of Acquisitions, Proposals Regarding
Prohibited Transactions.
(a) Each Stockholder hereby agrees to notify Parent in writing
of the number of any additional shares of Common Stock or other securities
of the Company of which such Stockholder acquires Beneficial Ownership on or
after the date hereof, such notice to be delivered by such Stockholder as
promptly as practicable (and in any event within three Business Days of such
acquisition.
(b) Each Stockholder hereby agrees to notify Parent as
promptly as practicable (and in any event within 24 hours after receipt) in
writing of any inquiries or proposals which are received by, any information
which is requested from, or any negotiations or discussions which are sought
to be initiated or continued with, such Stockholder or any of its Affiliates
with respect to any Takeover Proposal or any other matter referred to in
Section 4.03 (including the material terms thereof and the identity of such
person(s) making such inquiry or proposal, requesting such information or
seeking to initiate or continue such negotiations or discussions, as the
case may be). Such Stockholder will keep Parent fully informed in all
material respects of apprised of any related developments, discussions and
negotiations relating to the matters described in the preceding sentence
(including any change to the proposed terms thereof) and shall provide to
Parent as soon as practicable after receipt or delivery thereof copies of
all correspondence and other written materials sent or provided to such
Stockholder or any of its Subsidiaries from any person that describes the
terms or conditions of any Takeover Proposal or other proposal that is the
subject of any such inquiry, proposals or information requests.
Section 4.05 Waiver of Appraisal Rights. To the fullest
extent permitted by applicable law, each Stockholder hereby waives any
rights of appraisal or rights to dissent from the Merger that it may have
under applicable Law.
Section 4.06 Further Assurances. From time to time, at
Parent's request and without further consideration, each Stockholder shall
execute and deliver such additional documents and take all such further
action as may be reasonably necessary or desirable to effect the actions and
consummate the transactions contemplated by this Agreement. Without limiting
the foregoing, each Stockholder hereby authorizes Parent and the Company to
publish and disclose in any announcement or disclosure required by the SEC
and in the Proxy Statement such Stockholder's identity and ownership of its
Covered Shares and the nature of such Stockholder's obligations under this
agreement.
ARTICLE V
MISCELLANEOUS
Section 5.01 Termination. This Agreement shall remain in
effect until the earlier to occur of (i) the Effective Time and (ii) the
date of termination of the Merger Agreement in accordance with its terms,
Page 19 of 28
and after the occurrence of such applicable event this Agreement shall
terminate and be of no further force; provided, however, that (A) each
Stockholder shall have the right to terminate this Agreement by written
notice to Parent if the terms of the Merger Agreement are amended or waived
without the written consent of such Stockholder, but only if such amendment
or waiver creates any additional condition to the consummation of the
Merger, changes the Merger Consideration, changes the form of the Merger
Consideration or otherwise adversely affects such Stockholder in any
material respect (provided that for the purposes of this clause (A), the
term "Merger Agreement" shall mean the Agreement and Plan of Merger by and
among Parent, Merger Sub and the Company of even date herewith, as in effect
on the date hereof, and capitalized terms used in this clause (A) shall have
the meaning given such terms therein) and (B) the provisions of this Section
5.01 and of Sections 5.05 through 5.13 shall survive any termination of this
Agreement. Nothing in this Section 5.01 and no termination of this
Agreement shall relieve or otherwise limit any party of liability for breach
of this Agreement.
Section 5.02 Legends; Stop Transfer Order.
In furtherance of this Agreement, each Stockholder hereby authorizes and
instructs the Company to instruct its transfer agent to enter a stop transfer
order with respect to all of such Stockholder's Covered Shares and to legend
the share certificates. The Company agrees that as promptly as practicable
after the date of this Agreement it shall give such stop transfer
instructions to the transfer agent for the Common Stock and to legend the
share certificates. The Company agrees that, following the termination of
this Agreement, the Company will cause any stop transfer instructions imposed
pursuant to this Section 5.02 to be lifted and any legended certificates
delivered pursuant to this Section 5.02 to be replaced with certificates not
bearing such legend.
Each certificate representing Covered Shares shall bear the
following legend on the face thereof:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH
IN THAT CERTAIN VOTING AGREEMENT DATED AS OF NOVEMBER 5, 2006, AMONG THE
STOCKHOLDER PARTIES THERETO, MCKESSON CORPORATION AND, SOLELY FOR THE
PURPOSES OF SECTION 5.02 THEREOF, PER-SE TECHNOLOGIES, INC., AS THE SAME MAY
BE AMENDED FROM TIME TO TIME, COPIES OF WHICH VOTING AGREEMENT ARE ON FILE
AT THE PRINCIPAL OFFICE OF PER-SE TECHNOLOGIES, INC."
Each Stockholder will cause all of its Existing Shares and any
securities that become Covered Shares after the date hereof to be delivered
to the Company for the purpose of applying such legend (if not so endorsed
upon issuance). The Company shall return to the delivering party, as
promptly as possible, any securities so delivered. The delivery of such
securities by the delivering party shall not in any way affect such party's
rights with respect to such securities.
Section 5.03 No Control. Nothing contained in this Agreement
shall give Parent the right to control or direct the Company or the
Company's operations.
Page 20 of 28
Section 5.04 No Ownership Interest. Nothing contained in this
Agreement shall be deemed to vest in Parent any direct or indirect ownership
or incidence of ownership of or with respect to any Covered Shares. All
rights, ownership and economic benefits of and relating to the Covered
Shares shall remain vested in and belong to the Stockholders, and Parent
shall have no authority to direct any Stockholder in the voting or
disposition of any of the Covered Shares, except as otherwise provided
herein.
Section 5.05 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally, telecopied (upon telephonic confirmation of receipt), on the
first Business Day following the date of dispatch if delivered by a
recognized next day courier service or on the third Business Day following
the date of mailing if delivered by registered or certified mail, return
receipt requested, post prepaid. All notices hereunder shall be delivered
as set forth below, or pursuant to such other instructions as may be
designated in writing by the party to receive such notice:
(a) if to Parent, to:
McKesson Corporation
1 Post Street
San Francisco, CA 94104
Fax: (415) 983-8826
Attention: Executive Vice President and General Counsel
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Fax: (212) 455-2502
Attention: Robert E. Spatt
William E. Curbow
(b) if to any Stockholder, to:
VA Partners, LLC
435 Pacific Ave., 4th Floor
San Francisco, CA 94133
Fax: (415) 362-5727
Attention: Allison Bennington
General Counsel, ValueAct Capital
with a copy to:
Dechert, LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
Fax: (215) 994-2222
Attention: Christopher D. Karras
(c) if to the Company, to:
Per-Se Technologies, Inc.
1145 Sanctuary Parkway, Suite 200
Alpharetta, GA 30004
Fax: (770) 237-6961
Attention: Paul J. Quiner
Page 21 of 28
with a copy to:
King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309-3521
Fax: (404) 572-5100
Attention: John D. Capers, Jr.
G. Roth Kehoe II
Section 5.06 Interpretation. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section references are to this Agreement unless
otherwise specified. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed
by the words "without limitation." The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms. The table of contents and headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. This Agreement is the product of
negotiation by the parties having the assistance of counsel and other
advisers. It is the intention of the parties that this Agreement not be
construed more strictly with regard to one party than with regard to the
others.
Section 5.07 Counterparts. This Agreement may be executed by
facsimile and in counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed
by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
Section 5.08 Entire Agreement. This Agreement and, to the
extent referenced herein, the Merger Agreement, together with the several
agreements and other documents and instruments referred to herein or therein
or annexed hereto or thereto, embody the complete agreement and
understanding among the parties hereto with respect to the subject matter
hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written and oral, that may have
related to the subject matter hereof in any way.
Section 5.09 Governing Law; Specific Performance; Consent to
Jurisdiction; Waiver of Jury Trial.
(a) This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of Delaware, regardless of the Laws
that might otherwise govern under applicable principles of conflicts of Laws
thereof.
(b) The parties agree that irreparable damage would occur and
that the parties would not have any adequate remedy at law in the event that
any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in the Court of Chancery of the State of
Delaware (and any appellate court of the State of Delaware) and the Federal
Page 22 of 28
courts of the United States of America located in the State of Delaware,
this being in addition to any other remedy to which they are entitled at law
or in equity. In addition, each of the parties hereto (i) consents to
submit itself to the personal jurisdiction of the Court of Chancery of the
State of Delaware (and any appellate court of the State of Delaware) and the
Federal courts of the United States of America located in the State of
Delaware in the event any dispute arises out of this Agreement or the
transactions contemplated by this Agreement, (ii) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court and (iii) agrees that it will not
bring any action relating to this Agreement or the transactions contemplated
by this Agreement in any court other than the Court of Chancery of the State
of Delaware or a Federal court of the United States of America located in
the State of Delaware.
(c) Each party hereto hereby waives, to the fullest extent
permitted by applicable Law, any right it may have to a trial by jury in
respect of any suit, action or other proceeding arising out of this
Agreement or the transactions contemplated hereby. Each party hereto (i)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such party would not, in the event
of any action, suit or proceeding, seek to enforce the foregoing waiver and
(ii) acknowledges that it and the other parties hereto have been induced to
enter into this Agreement, by, among other things, the mutual waiver and
certifications in this Section 5.09.
Section 5.10 Amendment; Waiver. This Agreement may not be
amended except by an instrument in writing signed by Parent and each
Stockholder. Each party may waive any right of such party hereunder by an
instrument in writing signed by such party and delivered to Parent and the
Stockholders.
Section 5.11 Remedies.
(a) Each party hereto acknowledges that monetary damages would
not be an adequate remedy in the event that any covenant or agreement in
this Agreement is not performed in accordance with its terms, and it is
therefore agreed that, in addition to and without limiting any other remedy
or right it may have, the non-breaching party will have the right to an
injunction, temporary restraining order or other equitable relief in any
court of competent jurisdiction enjoining any such breach and enforcing
specifically the terms and provisions hereof. Each party hereto agrees not
to oppose the granting of such relief in the event a court determines that
such a breach has occurred, and to waive any requirement for the securing or
posting of any bond in connection with such remedy.
(b) All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall
be cumulative and not alternative, and the exercise or beginning of the
exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.
Section 5.12 Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect. Upon such
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determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable
Law in an acceptable manner to the end that the transactions contemplated by
this Agreement are fulfilled to the extent possible.
Section 5.13 Successors and Assigns; Third Party
Beneficiaries. Neither this Agreement nor any of the rights or obligations
of any party under this Agreement shall be assigned, in whole or in part (by
operation of law or otherwise), by any party without the prior written
consent of the other parties hereto. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement, express or implied, is intended to confer on any
person other than the parties hereto or their respective successors and
permitted assigns any rights, remedies, obligations or liabilities under or
by reason of this Agreement.
[Remainder of Page Left Blank Intentionally]
Page 24 of 28
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed (where applicable, by their respective officers or
other authorized person thereunto duly authorized) as of the date first
written above.
MCKESSON CORPORATION
By: /s/ John H. Hammergren
------------------------------
Name: John H. Hammergren
Title: Chairman of the Board, President
and Chief Executive Officer
Page 25 of 28
VALUEACT CAPITAL MASTER FUND, L.P.
By: VA Partners, LLC, its General
Partner
By: /s/ Jeffrey W. Ubben
------------------------------
Name: Jeffrey W. Ubben
Title: Managing Member
VA PARTNERS, LLC
By: /s/ Jeffrey W. Ubben
------------------------------
Name: Jeffrey W. Ubben
Title: Managing Member
VALUEACT CAPITAL MANAGEMENT, L.P.
By: ValueAct Capital Management,
LLC, its General Partner
By: /s/ Jeffrey W. Ubben
------------------------------
Name: Jeffrey W. Ubben
Title: Managing Member
Page 26 of 28
PER-SE TECHNOLOGIES, INC.
(solely for purposes of Section 5.02)
By: /s/ Philip M. Pead
------------------------------
Name: Philip M. Pead
Title: Chairman, President & CEO
Page 27 of 28
SCHEDULE I
Ownership of Common Stock
Existing Shares
------------------------------------------------------
Name and Address Beneficially Owned Held of Record*
of Stockholder
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
ValueAct Capital Master 6,051,644 (1,2) -
Fund, L.P.
VA Partners, L.L.C. 6,051,644 (1,2) -
ValueAct Capital Management, 6,051,644 (1,2) -
L.P.
----------------------------------------------------------------------------
* The 6,021,644 shares owned directly by ValueAct Capital Master Fund,
L.P are held in "street name" such that ValueAct Capital Master Fund, L.P
technically is not the record owner of such shares.
1 A total of 6,021,644 shares are owned directly by ValueAct Capital
Master Fund, L.P and may be deemed to be beneficially owned by (i) VA
Partners, LLC as General Partner of ValueAct Capital Master Fund, L.P.,
(ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital
Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General
Partner of ValueAct Capital Management, L.P. Jeffrey W. Ubben is a
director of Per-Se Technologies, Inc. and a Managing Member of VA
Partners, LLC and ValueAct Capital Management, LLC. Peter H. Kamin and
George F. Hamel, Jr. are Managing Members of VA Partners, LLC and
ValueAct Capital Management, LLC. The reporting persons disclaim
beneficial ownership of the reported stock except to the extent of their
pecuniary interest therein.
2 This amount includes options to purchase 30,000 shares of common stock
that are currently exercisable. Under an agreement with ValueAct Capital
Master Fund, L.P., Jeffrey W. Ubben is deemed to hold the options for the
benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA
Partners, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii)
ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master
Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of
ValueAct Capital Management, L.P.
Page 28 of 28