* Cash-and-stock offer of ${esc.dollar}81.02/shr at 28 pct premium
* Combined company to have ${esc.dollar}13 billion in revenue
* Deal expected to add to SXC's 2013 adjusted profit (Rewrites first paragraph, adds analyst comments, shares)
April 18 (Reuters) - SXC Health Solutions Corp said it will buy rival pharmacy benefit manager Catalyst Health Solutions Inc for about ${esc.dollar}4.4 billion, as it seeks to keep pace in the rapidly consolidating market for managing Americans' prescriptions.
The latest deal comes only two weeks after Express Scripts Inc closed its ${esc.dollar}29 billion acquisition of Medco Health Solutions, creating the clear leader in the pharmacy benefit management (PBM) sector.
SXC will double the number of prescription claims it handles, giving it more heft to compete with Express Scripts in attracting employers, health insurers and other customers.
"The Express-Medco transaction was probably a catalyst to accelerate the SXC transaction," Paradigm Capital analyst Gabriel Leung said.
At ${esc.dollar}81.02 a share, the cash-and-stock offer represents a nearly 28 percent premium to Catalyst's Tuesday closing price.
U.S.-listed shares of SXC, which said the deal would substantially add to earnings in 2013, jumped 12 percent to ${esc.dollar}90.10 in premarket trading. Catalyst shares jumped 35 percent to ${esc.dollar}86.
PBMs are supposed to cut the cost of medicines for their employers and health plan clients, in large part by encouraging more use of generic drugs. The sector's importance has grown since the new U.S. healthcare law heightened focus on reducing costs throughout the healthcare system.
SXC bought privately held smaller rival HealthTrans LLC last November, the third such deal in 2011.
The combined company is expected to have ${esc.dollar}13 billion in revenue, SXC said in a statement. SXC's 2011 revenue was ${esc.dollar}5 billion.
The new company, which will be headquartered in Lisle, Illinois, will cover about 25 million members and handle about 200 million prescriptions.
The "combined companies gain meaningful scale in space where size matters," Noble Financial Capital analyst Michael Petusky said in a research note.
DEAL TERMS
Under the terms of the deal, Catalyst shareholders will receive ${esc.dollar}28 in cash and 0.6606 SXC shares for each Catalyst share held. Based on Catalyst's outstanding shares as of Feb. 1, the deal is valued at ${esc.dollar}4.07 billion.
The deal is expected to close in the second half of 2012.
Transaction-related amortization is expected to be about ${esc.dollar}200 million in the first 12 months after closing, SXC said.
SXC expects to finance the deal with ${esc.dollar}1.7 billion in debt.
Upon closing, SXC shareholders are expected to own about 65 percent of the combined company, with Catalyst shareholders owning about 35 percent.
J.P. Morgan was the lead financial adviser for SXC, while Goldman Sachs was the lead financial adviser for Catalyst. (Reporting By Reporting by Bhaswati Mukhopadhyay and Aftab Ahmed in Bangalore and Lewis Krauskopf in New York)
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