WellCare Health Plans, Inc. (NYSE:WCG) and Universal American
Corp. (NYSE:UAM) announced today the early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act (HSR Act) for WellCare’s proposed acquisition of Universal
American Corp.
Termination of the HSR Act waiting period satisfies one of the
conditions to the closing of the transaction. The transaction,
which is expected to close in the second quarter of 2017, remains
subject to other closing conditions, including approval by
Universal American’s stockholders and other customary closing
conditions, including regulatory approvals.
About WellCare Health Plans, Inc.
Headquartered in Tampa, Fla., WellCare Health Plans, Inc. (NYSE:
WCG) focuses exclusively on providing government-sponsored managed
care services, primarily through Medicaid, Medicare Advantage and
Medicare Prescription Drug Plans, to families, children, seniors
and individuals with complex medical needs. The company served
approximately 3.8 million members nationwide as of
September 30, 2016. For more information about WellCare,
please visit the company’s website at www.wellcare.com.
About Universal American Corp.
Universal American (NYSE: UAM), through our family of healthcare
companies, provides health benefits to people covered by Medicare.
We are dedicated to working collaboratively with healthcare
professionals, especially primary care physicians, in order to
improve the health and well-being of those we serve and reduce
healthcare costs. For more information on Universal American,
please visit our website at www.UniversalAmerican.com.
Additional Information and Where to Find It
This filing may be deemed to be solicitation material in respect
of the transaction. In connection with the transaction, Universal
American plans to file with the SEC and furnish to Universal
American’s shareholders a proxy statement and other relevant
documents. BEFORE MAKING ANY VOTING DECISION, UNIVERSAL AMERICAN’S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE
IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.
Universal American’s shareholders will be able to obtain a free
copy of documents filed with the SEC at the SEC’s website at
http://www.sec.gov. In addition, Universal American’s shareholders
may obtain a free copy of Universal American’s filings with the SEC
from Universal American’s website at
http://www.universalamerican.com or by directing a request to
Universal American at Universal American, 44 South Broadway, Suite
1200, White Plains, NY 10601-4411.
Participants in the Solicitation
The directors, executive officers and certain other members of
management and employees of Universal American and the directors,
executive officers and certain other members of management and
employees of WellCare may be deemed “participants” in the
solicitation of proxies from shareholders of Universal American in
favor of the transaction. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of the shareholders of Universal American in
connection with the transaction will be set forth in the proxy
statement and other relevant documents to be filed with the SEC.
You can find information about Universal American’s executive
officers and directors in Universal American’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2015 and in
Universal American’s definitive proxy statement filed with the SEC
on Schedule 14A. You can find information about WellCare’s
executive officers and directors in WellCare’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2015 and in
WellCare’s definitive proxy statement filed with the SEC on
Schedule 14A.
Cautionary Statement Regarding Forward-Looking
Statements
This report and oral statements made from time to time by
executive officers of WellCare or Universal American may contain
“forward-looking” statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, known as the PSLRA. Such
statements that are not historical facts are hereby identified as
forward-looking statements and intended to be covered by the safe
harbor provisions of the PSLRA and can be identified by the use of
the words “believe,” “expect,” “predict,” “project,” “potential,”
“estimate,” “anticipate,” “should,” “intend,” “may,” “will,” and
similar expressions or variations of such words, or by discussion
of future financial results and events, strategy or risks and
uncertainties, trends and conditions in WellCare’s or Universal
American’s business and competitive strengths, all of which involve
risks and uncertainties.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this
communication, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect WellCare’s business or Universal
American’s business and the price of the common stock of WellCare
or the common stock of Universal American, (ii) the failure to
satisfy the conditions to the consummation of the transaction,
including the adoption of the merger agreement by the stockholders
of Universal American and the receipt of certain governmental and
regulatory approvals, (iii) the parties may be unable to achieve
expected synergies and operating efficiencies in the merger within
the expected time frames or at all and to successfully integrate
Universal American’s operations into those of WellCare, (iv) the
transaction may not result in the accretion to WellCare’s earnings
or other benefits expected to be achieved from the transactions,
(v) such integration may be more difficult, time consuming or
costly than expected, (vi) revenues following the transaction may
be lower than expected, (vii) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the merger agreement, (viii) the effect of the announcement or
pendency of the transaction on WellCare and/or Universal American’s
business relationships, operating results, and business generally,
risks related to the proposed transaction disrupting current plans
and operations of WellCare and/or Universal American and potential
difficulties in Universal American’s employee retention as a result
of the transaction, (ix) risks related to diverting management’s
attention from WellCare and/or Universal American’s ongoing
business operations, (x) the outcome of any legal proceedings that
may be instituted against WellCare and/or Universal American, its
officers or directors related to the merger agreement or the
transaction, (xi) the possibility that competing offers or
acquisition proposals for Universal American will be made, (xii)
WellCare’s progress on top priorities such as improving health care
quality and access, ensuring a competitive cost position, and
delivering prudent, profitable growth, (xiii) WellCare’s ability to
access capital and (xiv) WellCare’s ability to comply with the
terms of the Corporate Integrity Agreement.
Where, in any forward-looking statement, WellCare, Universal
American or their respective members of management expresses an
expectation or belief as to future results or actions, there can be
no assurance that the statement of expectation or belief will
result or be achieved or accomplished. WellCare’s and Universal
American’s actual results may differ materially from their
respective expectations, plans or projections. Forward-looking
statements are only predictions and estimates, which are inherently
subject to risks, trends and uncertainties, many of which are
beyond WellCare’s and Universal American’s ability to control or
predict with accuracy and some of which might not even anticipate.
There can be no assurance that we will achieve WellCare’s and
Universal American’s expectations and neither WellCare nor
Universal American do assume responsibility for the accuracy and
completeness of the forward-looking statements. Future events and
actual results, financial and otherwise, may differ materially from
the results discussed in the forward-looking statements as a result
of many factors, including the risk factors described in the risk
factor section of WellCare’s and Universal American’s SEC reports,
respectively. Other unknown or unpredictable factors could also
have material adverse effects on future results, performance or
achievements of WellCare and/or Universal American.
All forward-looking statements included in this report are based
upon information available to WellCare and Universal American as of
the date of the report, and we assume no obligation to update or
revise any such forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170104005468/en/
WellCare Investors:Angie McCabe, 813-206-6958Vice
President, Investor
Relationsangie.mccabe@wellcare.comorUniversal American
Investors:Adam C. Thackery, 914-597-2939Chief Financial
OfficerorWellCare Media:Crystal Warwell Walker,
813-206-2697Senior Director, External
Communicationscrystal.walker@wellcare.comorUniversal American
Media:The Equity Group Inc.www.theequitygroup.comFred
Buonocore, (212) 836-9607
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