WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Files An 8-K Regulation FD Disclosure
Item 7.01
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Regulation FD Disclosure.
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On November 17, 2016, WellCare Health Plans, Inc., a Delaware
corporation (the WellCare), issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein
by reference, announcing that WellCare has entered into an
Agreement and Plan of Merger (the Merger Agreement) with
Universal American Corp., a Delaware corporation (Universal
American), which provides for the merger of a newly formed
indirect wholly owned subsidiary of WellCare, with and into
Universal American (the Merger), with Universal American
surviving the Merger as an indirect wholly owned subsidiary of
WellCare. Additional information relating to the Merger is
attached to this Current Report on Form 8-K as Exhibit 99.2 (the
Investor Presentation).
corporation (the WellCare), issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein
by reference, announcing that WellCare has entered into an
Agreement and Plan of Merger (the Merger Agreement) with
Universal American Corp., a Delaware corporation (Universal
American), which provides for the merger of a newly formed
indirect wholly owned subsidiary of WellCare, with and into
Universal American (the Merger), with Universal American
surviving the Merger as an indirect wholly owned subsidiary of
WellCare. Additional information relating to the Merger is
attached to this Current Report on Form 8-K as Exhibit 99.2 (the
Investor Presentation).
WellCare also distributed a letter from WellCares Chief Executive
Officer, Ken Burdick, with respect to the proposed transactions
contemplated by the Merger Agreement, the full text of which are
attached hereto as Exhibit 99.3.
Officer, Ken Burdick, with respect to the proposed transactions
contemplated by the Merger Agreement, the full text of which are
attached hereto as Exhibit 99.3.
The information under this Item 7.01 along with Exhibit 99.1,
Exhibit 99.2 and Exhibit 99.3 attached hereto are being furnished
and shall not be deemed to be filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), nor shall it be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing. The furnishing of Exhibit 99.1, Exhibit 99.2
and Exhibit 99.3 attached hereto is not intended to constitute a
determination by the Company that the information is material or
that the dissemination of the information is required by
Regulation FD.
Exhibit 99.2 and Exhibit 99.3 attached hereto are being furnished
and shall not be deemed to be filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), nor shall it be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing. The furnishing of Exhibit 99.1, Exhibit 99.2
and Exhibit 99.3 attached hereto is not intended to constitute a
determination by the Company that the information is material or
that the dissemination of the information is required by
Regulation FD.
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.
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
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.
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
These materials and oral statements made from time to time by
executive officers of WellCare 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
business and competitive strengths, all of which involve risks
and uncertainties.
executive officers of WellCare 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
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 WellCares business and the
price of the common stock of WellCare, (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 WellCares business relationships, operating
results, and business generally, risks related to the proposed
transaction disrupting current plans and operations of WellCare
and potential difficulties in Universal Americans employee
retention as a result of the transaction, (ix) risks related to
diverting managements attention from WellCares ongoing business
operations, (x) the outcome of any legal proceedings that may
be instituted against WellCare, 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.
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 WellCares business and the
price of the common stock of WellCare, (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 WellCares business relationships, operating
results, and business generally, risks related to the proposed
transaction disrupting current plans and operations of WellCare
and potential difficulties in Universal Americans employee
retention as a result of the transaction, (ix) risks related to
diverting managements attention from WellCares ongoing business
operations, (x) the outcome of any legal proceedings that may
be instituted against WellCare, 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, we or our 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. Our actual results may differ materially from our
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 our ability to control or predict with accuracy and some
of which might not even anticipate. There can be no assurance
that we will achieve our expectations and we do not 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 our SEC reports. Other unknown or
unpredictable factors could also have material adverse effects
on future results, performance or achievements of WellCare.
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. Our actual results may differ materially from our
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 our ability to control or predict with accuracy and some
of which might not even anticipate. There can be no assurance
that we will achieve our expectations and we do not 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 our SEC reports. Other unknown or
unpredictable factors could also have material adverse effects
on future results, performance or achievements of WellCare.
All forward-looking statements included in these materials
are based upon information available to WellCare as of the
date of these materials, and we assume no obligation to
update or revise any such forward-looking statements.
are based upon information available to WellCare as of the
date of these materials, and we assume no obligation to
update or revise any such forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Exhibit
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99.1
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Press Release, dated November 17, 2016*
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99.2
99.3
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Investor Presentation, dated November 17, 2016*
Letter from Ken Burdick, dated November 17, 2016*
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*
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Furnished and not filed.
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About WELLCARE HEALTH PLANS, INC. (NYSE:WCG)
WellCare Health Plans, Inc. is a managed care company focused on government-sponsored managed care services, primarily through Medicaid, Medicare Advantage (MA) and Medicare Prescription Drug Plans (PDPs) to families, children, seniors and individuals with complex medical needs. The Company’s segments include Medicaid Health Plans, Medicare Health Plans and Medicare PDPs. The Medicaid Health Plans segment includes plans for beneficiaries of Temporary Assistance for Needy Families, Supplemental Security Income, Aged Blind and Disabled and other state-based programs, such as Children’s Health Insurance Program and Managed Long-Term Care programs. The Medicare program provides health care coverage primarily to individuals age 65 or older, as well as to individuals with certain disabilities. It has contracts with Centers for Medicare & Medicaid Services to serve as a plan sponsor offering Medicare Part D PDP plans to Medicare-eligible beneficiaries through its Medicare PDPs segment. WELLCARE HEALTH PLANS, INC. (NYSE:WCG) Recent Trading Information
WELLCARE HEALTH PLANS, INC. (NYSE:WCG) closed its last trading session down -0.44 at 128.30 with – shares trading hands.