|[December 21, 2012]
Humana Completes Acquisition of Metropolitan Health Networks, Inc.
LOUISVILLE, Ky. --(Business Wire)--
Humana Inc. (NYSE: HUM) today announced that it has completed its
previously announced acquisition of Metropolitan Health Networks, Inc.
(NYSE: MDF) in a transaction valued at approximately $850 million plus
transaction costs. Headquartered in Boca Raton, Florida, Metropolitan is
a Medical Services Organization that provides and coordinates medical
care for approximately 87,500 Medicare Advantage, Medicaid, and other
beneficiaries, primarily in Florida utilizing a primary care-centric
business model. Metropolitan's integrated care delivery systems include
approximately 35 state-of-the-art primary care medical centers and a
robust network of affiliated physicians serving mainly Humana members.
In connection with the closing of this transaction, Metropolitan
stockholders will receive $11.25 per share in cash from Humana for each
Metropolitan share held. Humana will also repay all of Metropolitan's
Humana has financed the transaction primarily through the recent
issuance of senior notes. The company continues to anticipate the
transaction to be modestly accretive to its earnings for the year ending
December 31, 2013 (FY13). Humana expects to update its earnings guidance
for FY13 to reflect the closing of the Metropolitan acquisition in
conjunction with its fourth quarter 2012 earnings release on February 4,
This news release includes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. When used in
investor presentations, press releases, Securities and Exchange
Commission (SEC (News - Alert)) filings, and in oral statements made by or with the
approval of one of Humana's executive officers, the words or phrases
like "expects," "anticipates," "intends," "likely will result,"
"estimates," "projects" or variations of such words and similar
expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties, and assumptions,
including, among other things, information set forth in the "Risk
Factors" section of Humana's SEC filings, as well as the other
information that Humana may provide with respect to the pending merger,
a summary of which includes but is not limited to the following:
If Humana does not design and price its products properly and
competitively, if the premiums Humana charges are insufficient to
cover the cost of health care services delivered to its members, if
the company is unable to implement clinical initiatives to provide a
better health care experience for its members, lower costs and
appropriately document the risk profile of its members, or if its
estimates of benefit expenses are inadequate, Humana's profitability
could be materially adversely affected. Humana estimates the costs of
its benefit expense payments, and designs and prices its products
accordingly, using actuarial methods and assumptions based upon, among
other relevant factors, claim payment patterns, medical cost
inflation, and historical developments such as claim inventory levels
and claim receipt patterns. These estimates, however, involve
extensive judgment, and have considerable inherent variability because
they are extremely sensitive to changes in payment patterns and
medical cost trends.
If Humana fails to effectively implement its operational and strategic
initiatives, including its Medicare initiatives, the company's
business may be materially adversely affected, which is of particular
importance given the concentration of the company's revenues in the
If Humana fails to properly maintain the integrity of its data, to
strategically mplement new information systems, to protect Humana's
proprietary rights to its systems, or to defend against cyber-security
attacks, the company's business may be materially adversely affected.
Humana's business may be materially adversely impacted by CMS's
adoption of a new coding set for diagnoses.
Humana is involved in various legal actions and governmental and
internal investigations, including without limitation, an ongoing
internal investigation and litigation and government requests for
information related to certain aspects of its Florida subsidiary
operations, any of which, if resolved unfavorably to the company,
could result in substantial monetary damages. Increased litigation and
negative publicity could increase the company's cost of doing business.
As a government contractor, Humana is exposed to risks that may
materially adversely affect its business or its willingness or ability
to participate in government health care programs.
Recently enacted health insurance reform, including The Patient
Protection and Affordable Care Act and The Health Care and Education
Reconciliation Act of 2010, could have a material adverse effect on
Humana's results of operations, including restricting revenue,
enrollment and premium growth in certain products and market segments,
restricting the company's ability to expand into new markets,
increasing the company's medical and operating costs by, among other
things, requiring a minimum benefit ratio on insured products (and
particularly how the ratio may apply to Medicare plans, including
aggregation, credibility thresholds, and its possible application to
prescription drug plans), lowering the company's Medicare payment
rates and increasing the company's expenses associated with a
non-deductible federal premium tax and other assessments; financial
position, including the company's ability to maintain the value of its
goodwill; and cash flows. In addition, if the new non-deductible
federal premium tax and other assessments, including a three-year
commercial reinsurance fee, were imposed as enacted, and if Humana is
unable to adjust its business model to address these new taxes and
assessments, such as through the reduction of the company's operating
costs, there can be no assurance that the non-deductible federal
premium tax and other assessments would not have a material adverse
effect on the company's results of operations, financial position, and
Humana's business activities are subject to substantial government
regulation. New laws or regulations, or changes in existing laws or
regulations or their manner of application could increase the
company's cost of doing business and may adversely affect the
company's business, profitability and cash flows.
Any failure to manage administrative costs could hamper Humana's
Any failure by Humana to manage acquisitions and other significant
transactions successfully may have a material adverse effect on its
results of operations, financial position, and cash flows.
If Humana fails to develop and maintain satisfactory relationships
with the providers of care to its members, the company's business may
be adversely affected.
Humana's pharmacy business is highly competitive and subjects it to
regulations in addition to those the company faces with its core
health benefits businesses.
Changes in the prescription drug industry pricing benchmarks may
adversely affect Humana's financial performance.
If Humana does not continue to earn and retain purchase discounts and
volume rebates from pharmaceutical manufacturers at current levels,
Humana's gross margins may decline.
Humana's ability to obtain funds from its subsidiaries is restricted
by state insurance regulations.
Downgrades in Humana's debt ratings, should they occur, may adversely
affect its business, results of operations, and financial condition.
Changes in economic conditions could adversely affect Humana's
business and results of operations.
The securities and credit markets may experience volatility and
disruption, which may adversely affect Humana's business.
Given the current economic climate, Humana's stock and the stock of
other companies in the insurance industry may be increasingly subject
to stock price and trading volume volatility.
In making forward-looking statements, Humana is not undertaking to
address or update them in future filings or communications regarding its
business or results. In light of these risks, uncertainties, and
assumptions, the forward-looking events discussed herein may or may not
occur. There also may be other risks that the company is unable to
predict at this time. Any of these risks and uncertainties may cause
actual results to differ materially from the results discussed in the
Humana advises investors to read the following documents as filed by the
company with the SEC for further discussion both of the risks it faces
and its historical performance:
Form 10-Ks for the year ended December 31, 2011;
Form 10-Qs for the quarters ended March 31, 2012, June 30, 2012, and
September 30, 2012 (as amended by the Form 10-Q/A filed on December 4,
Form 8-Ks filed during 2012.
Humana Inc., headquartered in Louisville, Kentucky, is a leading health
care company that offers a wide range of insurance products and health
and wellness services that incorporate an integrated approach to
lifelong well-being. By leveraging the strengths of its core businesses,
Humana believes it can better explore opportunities for existing and
emerging adjacencies in health care that can further enhance wellness
opportunities for the millions of people across the nation with whom the
company has relationships.
More information regarding Humana is available to investors via the
Investor Relations page of the company's web site at www.humana.com,
including copies of:
Annual reports to stockholders;
Securities and Exchange Commission filings;
Most recent investor conference presentations;
Quarterly earnings news releases;
Replays of most recent earnings release conference calls;
Calendar of events (including upcoming earnings conference call dates
and times, as well as planned interaction with research analysts and
Corporate Governance information.
Metropolitan Health Network, Inc., a subsidiary of Humana Inc., is a
growing health care company that provides and coordinates comprehensive
health care services for Medicare Advantage, Medicaid, and other
customers through its primary care-centric businesses, MetCare of
Florida, Inc., Continucare Corporation, and Symphony Health Partners,
Inc. Metropolitan currently owns and operates approximately 35 medical
centers and contracts with a network of independent primary care
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