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Published on 12/1/2008 in the Prospect News Special Situations Daily.

Healthaxis to hold special meeting Dec. 29 in connection with BPO merger

By Lisa Kerner

Charlotte, N.C., Dec. 1 - Healthaxis Inc. shareholders will be asked to approve the issuance of shares in connection with the proposed merger of the company with BPO Management Services, Inc. at a special meeting at 1 p.m. ET on Dec. 29.

Record date for the meeting is Dec. 8, according to a schedule 14A filed with the Securities and Exchange Commission.

Specifically, shareholders will be asked to approve the issuance of shares of Healthaxis common stock, shares of Healthaxis series B convertible preferred stock and shares of the company's common stock issuable upon the exercise of some warrants and options to be assumed by Healthaxis under the Oct. 21 amended merger agreement, the filing said.

Shareholders will also be asked to approve the company's name change to BPO Management Services, Inc. from Healthaxis.

Healthaxis agreed to become the health-care division of BPO through a reverse merger between the two companies, with each share of BPO common stock exchanged for 0.3393 shares of Healthaxis common stock.

It was previously reported that Ebix, Inc. extended its $0.85-per-share offer for Healthaxis to Dec. 31.

Healthaxis' board of directors already rejected the $0.85-per-share offer as well as an earlier $0.77-per-share offer by Ebix.

Ebix had proposed paying the increased termination fee of $1 million to BPO if Healthaxis shareholders approve the Ebix proposal.

Atlanta-based Ebix provides software for the insurance industry.

Healthaxis is a provider of health-care payer solutions located in Irving, Texas.

Based in Anaheim, Calif., BPO is a provider of business process outsourcing services focused on on-demand human resources, information technology, enterprise content management and finance support.


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