- Transaction valued at approximately $1 billion

     - Per-Se to acquire physician, hospital and retail pharmacy businesses

     - Wolters Kluwer to purchase information management business for
       pharmaceutical manufacturers

    ALPHARETTA, Ga. and ATLANTA, Aug. 29 /PRNewswire-FirstCall/  -- Per-Se
Technologies, Inc. (Nasdaq: PSTI) and NDCHealth Corporation (NYSE: NDC) today
announced that definitive agreements have been signed for the sale of
NDCHealth, a leading provider of healthcare technology and information
solutions, in a transaction valued at approximately $1 billion.
    Per-Se Technologies will acquire Atlanta-based NDCHealth, including the
physician, hospital and retail pharmacy businesses, for total consideration of
approximately $665 million, which includes refinancing NDCHealth's outstanding
debt at closing, currently totaling approximately $270 million. As part of the
transaction, Wolters Kluwer (ASE: WKL), based in Amsterdam, the Netherlands,
will purchase the pharmaceutical information management business from
NDCHealth for $382 million in cash. The combined transaction, after income
taxes, debt refinancing and transaction costs, will result in compensation to
NDCHealth's shareholders of $19.50 per share, with at least $13.00 paid in
cash and up to $6.50 paid in Per-Se stock, as to be determined by Per-Se and
to be announced prior to the shareholder meetings.
    Neil Williams, lead independent director of NDCHealth, stated, "After an
extensive and thorough sale process initiated in March, the NDCHealth Board of
Directors believes these combined transactions represent the best value for
NDCHealth's shareholders and offer the best strategic fit for the Company's
customers and employees."
    "Per-Se's and Wolters Kluwer's resources and strategic focus on key
segments of the healthcare marketplace should create substantial benefits for
our pharmacy, hospital, physician and pharmaceutical customers," commented
Walter M. Hoff, NDCHealth's chairman and chief executive officer. "The
addition of NDCHealth's businesses and expertise will also enable both Per-Se
and Wolters Kluwer to offer a wider range of products to an expanded base of
customers."

    Acquisition Expands Per-Se's Leadership Position in Healthcare Services
and Technology Market
    Per-Se's purchase of NDCHealth combines Per-Se's leading position in
business process outsourcing for hospital-affiliated physicians with
NDCHealth's leading positions in hospital, physician and retail pharmacy
technology and solutions. The acquisition will increase Per-Se's revenue by
more than 60% on a trailing 12-month pro forma basis as of June 30, 2005. The
complementary revenue cycle management offerings of the two companies will
provide future opportunities to improve the business of healthcare.
    "Per-Se and NDCHealth share the strategic focus of improving the financial
success of provider organizations," stated Philip M. Pead, Per-Se's chairman,
president and chief executive officer. "By combining our complementary
solutions and services, we will be able to improve the flow of information at
the point of care enabling providers, patients and payers to take advantage of
a more efficient healthcare system."
    NDCHealth provides software and network solutions that help hospitals,
retail pharmacies and small-office physicians improve the financial and
clinical efficiencies of their respective businesses. NDCHealth's Intelligent
Network, which processes more than 5 billion transactions annually, is an
integral part of its revenue cycle management connectivity. NDCHealth services
approximately 1,800 hospitals and healthcare organizations, approximately
100,000 office-based physicians, and approximately 50,000 retail pharmacies.
    Per-Se is the leading provider of business process outsourcing services to
hospital-affiliated physicians. In addition, Per-Se's revenue cycle and
resource management solutions enable hospitals to improve their revenues and
reduce their operating costs. Per-Se services more than 19,000 physicians and
2,000 hospitals.

    Acquisition Expected to be Earnings and Cash Flow Accretive in Year One
    The combined entity would have pro forma revenues of approximately $590
million as of June 30, 2005, and improved operating profitability compared to
their separate historical performances. The combination of the two companies
is expected to generate accretion from operational and other synergies of
between $15 million and $20 million in year one. Per-Se expects that the
acquisition, excluding transaction-related and other one-time costs, will be
accretive to earnings per share and significantly accretive to cash flow per
share in year one.
    "Both Per-Se and NDCHealth generate significant levels of operating cash
flow due to the recurring revenue nature of both businesses," stated Pead.

    Financing of Transaction
    Per-Se intends to raise approximately $410 million in new debt related to
the transaction to refinance NDCHealth's outstanding debt and fund cash to
shareholders. NDCHealth's outstanding debt, currently totaling approximately
$270 million, consists of its $200 million 10 1/2% senior subordinated notes
due December 1, 2012, and its senior secured credit facility that includes a
six-year term loan and a revolving credit facility. Per-Se has received a
financing commitment from Bank of America, N.A. for the transaction.
    "Through our acquisition of NDCHealth, we are focused on capitalizing on
opportunities that will improve the efficiencies of our customers' businesses
and of our healthcare system," stated Pead. "The combination of Per-Se's and
NDCHealth's solutions and people provides synergy and growth prospects to
maximize future value for our shareholders."

    Closing Conditions, Shareholder Approval and Anticipated Closing
    The transaction is subject to approval by the shareholders of both Per-Se
and NDCHealth. The parties expect to complete the transaction within three to
six months. Each transaction is subject to regulatory review under U.S.
antitrust laws and other customary closing conditions. The completion of Per-
Se's transaction is also subject to the closing of the Wolters Kluwer
transaction.
    The Blackstone Group L.P. and Goldman, Sachs & Co. acted as financial
advisors to NDCHealth in the sale process, and provided fairness opinions on
the sale of NDCHealth. Banc of America Securities provided a fairness opinion
to Per-Se on the transaction.

    Per-Se Technologies Investor Conference Call
    Per-Se will host a conference call for institutional investors and
security analysts to discuss the acquisition on August 29, 2005, at 10:30 a.m.
Eastern time. Interested participants may join the call by dialing 888/ 566-
5790 (US) or 210/ 839-8502 (International), using passcode PSTI.  The
conference call may be accessed via Per-Se's website at http://www.per-se.com
in the Investors section by selecting the Webcast link. A telephone replay of
the call will be available for 14 days following completion of the call at
866/ 369-3653 (US) or 203/ 369-0245 (International), using passcode 1234. The
call will be archived on Per-Se's website for approximately 60 days.

    Per-Se Technologies Media Question and Answer Session
    A question and answer session will be held with the media at 11:30 am
Eastern time on August 29, 2005, following the investor conference call.
Interested media may join the question and answer session by dialing
888/ 790-1714 (US) or 210/ 234-0037 (International), using passcode 5232. The
session may be accessed via Per-Se's website at http://www.per-se.com in the
Investors section by selecting the Webcast link. A telephone replay of the
session will be available for 14 days following completion of the call at 888/
566-0608 (US) or 203/ 369-3618 (International), using passcode 1234. The call
will be archived on Per-Se's website for approximately 60 days.

    About NDCHealth
    NDCHealth is a leading information solutions company serving all sectors
of healthcare. Its network solutions automate the exchange of information
among pharmacies, payers, hospitals and physicians. Its systems and
information management solutions help improve operational efficiencies and
business decision making for providers, retail pharmacy and pharmaceutical
manufacturers. Headquartered at Atlanta, Ga., NDCHealth provides information
vital to the delivery of healthcare every day. For more information, visit
http://www.ndchealth.com

    About Per-Se Technologies
    Per-Se Technologies (Nasdaq: PSTI) is the leader in Connective Healthcare.
Connective Healthcare solutions from Per-Se enable physicians and hospitals to
achieve their income potential by creating an environment that streamlines and
simplifies the complex administrative burden of providing healthcare.
    Per-Se's Connective Healthcare solutions help reduce administrative
expenses, increase revenue and accelerate the movement of funds to benefit
providers, payers and patients. More information about Alpharetta, Georgia-
based Per-Se is available at http://www.per-se.com.
    For more information about Wolters Kluwer, including their press release
announcing this transaction, please visit their website at
http://www.wolterskluwer.com.

    Safe Harbor Statement
    This Press Release contains statements that constitute forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements contained in this Press Release
include the intent, belief or current expectations of NDCHealth Corporation
and Per-Se Technologies and members of their respective management teams with
respect to the companies' future business operations as well as the
assumptions upon which such statements are based. Forward-looking statements
include specifically, but are not limited to, proforma revenue projections,
cost synergy projections, earnings per share accretion predictions, and cash
flow predictions for Per-Se; total debt to be raised by Per-Se; and the timing
of the closing of the transaction.
    Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance, and involve risks and
uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements. Important factors that could
cause actual results to differ materially from those contemplated by the
forward-looking statements in this Press Release include, but are not limited
to, failure to realize improvements in performance, efficiency and
profitability, failure to complete anticipated sales under negotiations,
failure to implement successfully sales backlog, lack of revenue growth,
client losses, failure to realize cost synergies, failure to raise the
necessary debt financing to fund the transaction and adverse developments with
respect to the operation or performance of the respective company's business
units, adverse developments with respect to the market price of Per-Se
Technologies' common stock, failure by either company to obtain the required
shareholder or regulatory approvals, or other failures to close the
transaction. Additional factors that could cause actual results to differ
materially from those contemplated within this Press Release can also be found
in the reports filed with the Securities and Exchange Commission (the "SEC")
by Per-Se Technologies and NDCHealth Corporation, which are available at
http://www.sec.gov. NDCHealth Corporation and Per-Se Technologies disclaim any
responsibility to update any forward-looking statements.

    Important Legal Information
    This communication is being made in respect of the proposed acquisition
transaction involving Per-Se Technologies and NDCHealth Corporation. This
press release shall not constitute an offer of any securities for sale. In
connection with the proposed transaction, NDCHealth Corporation and Per-Se
Technologies will prepare a registration statement on Form S-4 containing a
joint proxy statement/prospectus for the shareholders of both companies to be
filed with the SEC, and each will be filing other documents regarding the
proposed transaction with the SEC as well. Before making any voting or
investment decision, investors are urged to read the joint proxy
statement/prospectus regarding the proposed transaction and any other relevant
documents carefully in their entirety when they become available, as well as
any amendments and supplements thereto, as they will contain important
information about the proposed transaction. The final joint proxy
statement/prospectus will be mailed to the shareholders of both NDCHealth and
Per-Se.
    You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (http://www.sec.gov). You may also
obtain these documents, free of charge, from NDCHealth's website
(http://www.ndchealth.com) under the tab "investor Relations" through the "SEC
Filing" link. You may also obtain these documents, free of charge, from Per-
Se's website (http://www.per-se.com) under the tab "Investors" through the
"SEC Filing" link.

    Participants in This Transaction
    NDCHealth Corporation and Per-Se Technologies and their respective
directors and executive officers may be deemed participants in the
solicitation of proxies from stockholders in connection with this transaction.
Information about the directors and executive officers of NDCHealth and Per-Se
Technologies and information about other persons who may be deemed
participants in this transaction will be included in the joint proxy
statement/prospectus. You can find information about NDCHealth's executive
officers and directors in NDCHealth's definitive proxy statement filed with
the SEC on September 15, 2004. You can find information about Per-Se
Technologies' executive officers and directors in Per-Se's definitive proxy
statement filed with the SEC on March 25, 2005.

    Editor's note: Per-Se Technologies is a registered trademark of Per-Se
Technologies, Inc. All other trademarks are the property of their respective
owners.

Source: NDCHealth