UNIVERSAL AMERICAN CORP. (NYSE:UAM) Files An 8-K Other Events
Item 8.01. Other Events.
On January 4, 2017, in connection with the proposed acquisition
(the merger or transaction) of Universal American
Corp., a Delaware corporation (Universal American), by
WellCare Health Plans, Inc., a Delaware corporation
(WellCare), Universal American issued a written
communication required to be filed under Rule 14a-12 of the
Securities Exchange Act of 1934, as amended (the Exchange
Act), a copy of which is attached hereto as Exhibit 99.1.
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
Americans shareholders a proxy statement and other relevant
documents. BEFORE MAKING ANY VOTING DECISION, UNIVERSAL AMERICANS
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 Americans shareholders will be able to obtain a
free copy of documents filed with the SEC at the SECs website at
http://www.sec.gov. In addition, Universal Americans shareholders
may obtain a free copy of Universal Americans filings with the
SEC from Universal Americans 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 Americans executive
officers and directors in Universal Americans Annual Report on
Form 10-K for the fiscal year ended December 31, 2015 and in
Universal Americans definitive proxy statement filed with the SEC
on Schedule 14A. You can find information about WellCares
executive officers and directors in WellCares Annual Report on
Form 10-K for the fiscal year ended December 31, 2015 and in
WellCares definitive proxy statement filed with the SEC on
Schedule 14A.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 WellCares or Universal
Americans 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 Current
Report on Form 8-K, 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 WellCares business or
Universal Americans 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 Americans operations into those
of WellCare, (iv) the transaction may not result in the accretion
to WellCares 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 Americans 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 Americans
employee retention as a result of the transaction, (ix) risks
related to diverting managements attention from WellCare and/or
Universal Americans 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 and (xi) the
possibility that competing offers or acquisition proposals for
Universal American will be made.
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. WellCares and
Universal Americans 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 WellCares and Universal
Americans ability to control or predict with accuracy and some
of which might not even anticipate. There can be no assurance
that we will achieve WellCares and Universal Americans
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 WellCares and Universal Americans 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 this Current Report on Form 8-K, and
we assume no obligation to update or revise any such
forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Exhibit |
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99.1 |
Press Release, dated January 4, 2017. |
About UNIVERSAL AMERICAN CORP. (NYSE:UAM)
Universal American Corp. provides an array of health insurance and managed care products and services to people covered by Medicare and Medicaid. The Company’s segments include Medicare Advantage, Management Services Organization (MSO) and Medicaid. Its Medicare Advantage segment contains the operations of its initiatives in managed care for seniors. Its Medicare Advantage segment includes the operations of its Medicare coordinated care Health Maintenance Organization, Preferred Provider Organization and Network Private Fee-for-Service Plans. Its MSO segment supports its physician partnerships in the development of healthcare models, such as Accountable Care Organizations. Its Medicaid segment includes the operations of its Total Care Medicaid health plan. Total Care provides Medicaid managed care services to over 39,000 members in upstate New York. It also operates in Corporate & Other segment, which reflects the activities of its holding company and other ancillary operations. UNIVERSAL AMERICAN CORP. (NYSE:UAM) Recent Trading Information
UNIVERSAL AMERICAN CORP. (NYSE:UAM) closed its last trading session down -0.02 at 9.93 with 375,020 shares trading hands.
