JACKSONVILLE, Fla. and
SAN JUAN, Puerto Rico,
Aug. 24, 2021 /PRNewswire/
-- GuideWell Mutual Holding Corporation ("GuideWell"), a
health solutions company and parent of Blue Cross and Blue Shield
of Florida, Inc. ("Florida Blue"),
and Triple-S Management Corporation ("Triple-S Management") (NYSE:
GTS), a leading health care services company in Puerto Rico, today announced they will combine
to transform the health care experience for their members in
Florida and Puerto Rico.
Under the terms of the definitive agreement, GuideWell will
acquire all the outstanding shares of Triple-S
Management common stock for $36.00 per share in cash, representing a premium
of approximately 49% to Triple-S Management's 90-day
volume-weighted average trading price. The transaction (the
"Transaction") equity value is approximately $900 million. Upon completion of the Transaction,
Triple-S Management will become a subsidiary of GuideWell and will
continue to operate under the Triple-S Management brand. The
agreement was unanimously approved by both companies' Boards of
Directors.
The combination brings together industry leaders – and builds on
the companies' complementary assets, cultures and strategic
visions. GuideWell is a not-for-profit mutual holding company and
the parent to a family of forward-thinking companies, including
Florida Blue, that are focused on
transforming health care. In total, GuideWell companies serve more
than 45 million people in 45 states. Florida Blue is the oldest and largest health
insurer in Florida, proudly
serving more than 5 million members across all 67 counties in the
state. Triple-S Management serves more than 1 million consumers in
Puerto Rico, with a strong
position in Medicare Advantage, a leading position in Puerto Rico Medicaid and commercial segments,
and solid foundations in its Life and P&C segments.
The Transaction positions GuideWell, Florida Blue and Triple-S Management to better
serve customers and members in a rapidly evolving environment. The
combined entity will be a well-diversified leader, strongly
positioned to compete effectively and invest substantially to drive
improved health outcomes, access and affordability.
"The Transaction expands GuideWell's core insurance operations
and positions Florida Blue and
Triple-S Management for significant growth and meaningful value
creation for the customers and communities we serve," said
Pat Geraghty, president and chief
executive officer of GuideWell and Florida
Blue. "Florida Blue and
Triple-S Management are both recognized for their high-quality,
affordable health care and their actions deeply rooted in
supporting community well-being. With Puerto Rico's outlook strengthening, and
Florida experiencing fast-paced growth, especially in its Puerto
Rican and Hispanic populations, this is a natural next step."
"Uniting our mission-driven, community-focused teams is a great
outcome for our companies, as well as for Puerto Rico and Florida, and our
shareholders," said Roberto
Garcia-Rodriguez, president and chief executive officer of
Triple-S Management. "We have long admired Florida Blue's locally focused approach to care,
and we share their respect for the uniqueness of every community
served. By partnering with a strong organization that shares our
mission and approach, we will be well positioned to achieve our
strategic goals, expand access and improve health care outcomes for
all our members. The Transaction is also clearly in the best
interests of our shareholders, given the strategic fit, the
significant premium to our current share price and resulting
shareholder liquidity."
The Transaction:
- Builds on deep local expertise to address the unique needs
of Florida Blue's and Triple-S
Management's diverse customers, driving improved health outcomes,
affordability, access and health equity. Triple-S Management
and Florida Blue will work together
to launch culturally relevant solutions and improve key drivers of
health. Triple-S Management's deep understanding of the Puerto
Rican and Hispanic communities, its Spanish-speaking provider
network and customer support, and its strong name and brand
recognition in Puerto Rico will
benefit Florida Blue as the Puerto
Rican and Hispanic communities continue to experience fast-paced
growth in Florida.
- Accelerates GuideWell's and Triple-S Management's
diversification and growth. GuideWell and Triple-S Management
will leverage each other's capabilities and expertise to improve
health care value for their respective customers. For example, the
Transaction will accelerate Florida
Blue's growth in Medicare Advantage and across all lines of
business in Florida's rapidly growing Puerto Rican and Hispanic
populations.
- Addresses affordability and enables increased
investment. As overall health care costs continue to rise, the
companies' expanded scale and reach will enable them to address
affordability and continue to invest in accessible, effective
health solutions.
- Drives immediate accretion and propels long-term growth
through scale advantages. GuideWell expects the Transaction to
be immediately accretive. The Transaction will create a leading
provider of Medicare in the United
States, enabling Florida Blue
and Triple-S Management to better compete against other insurers in
Florida and Puerto Rico.
Transaction Details
The Transaction will be completed through a merger of a newly
created subsidiary of GuideWell with and into Triple-S Management,
with Triple-S Management as the surviving corporation. Following
completion of the Transaction, Triple-S Management will operate as
a wholly owned subsidiary of GuideWell and will continue to be led
by its current management team while operating under the Triple-S
Management brand. Triple-S Management's providers, members and
community partners will continue to work with the Triple-S
Management staff they know and trust.
The Transaction is expected to close in the first half of 2022,
subject to satisfaction of normal closing conditions, including
customary state and federal regulatory review and approval as well
as approval by Triple-S Management shareholders.
Advisors
J.P. Morgan Securities LLC is serving as
exclusive financial advisor to GuideWell, and Cravath, Swaine &
Moore LLP is serving as legal counsel. Goldman Sachs & Co. LLC
is serving as exclusive financial advisor to Triple-S Management,
and Davis Polk & Wardell LLP is
serving as legal counsel.
Message for Investors
A pre-recorded message from Mr.
Garcia-Rodriguez will be available on the investor relations page
of Triple-S Management's website at 8:30
a.m. Eastern at investors.triplesmanagement.com. Investors
may also listen to the pre-recorded message at that time by dialing
1-877-407-0792 or 1-201-689-8263.
Website
Additional information about the combination
and its compelling benefits is available at a joint website at
www.BuildingHealthTogether.com.
About GuideWell
GuideWell Mutual Holding Corporation
(GuideWell) is a not-for-profit mutual holding company and the
parent to a family of forward-thinking companies focused on
transforming health care. The GuideWell organization includes
Florida Blue, the leading health
insurance company in Florida;
GuideWell Health, a portfolio of clinical delivery organizations;
GuideWell Venture Group, a portfolio of companies, including Onlife
Health and PopHealthCare, focused on creating human-first and
innovative health solutions for health plans; GuideWell Source, a
provider of administrative services to state and federal health
care programs; and WebTPA, a market leading administrator of
self-funded employer health plans. In total, GuideWell and its
affiliated companies serve more than 45 million people in 45
states. For more information, visit www.guidewell.com.
About Florida
Blue
Florida Blue,
Florida's Blue Cross and Blue Shield company, has been providing
health insurance to residents of Florida for more than 75 years.
Driven by its mission of helping people and communities achieve
better health, the company serves more than 5 million health care
members across the state. Headquartered in Jacksonville, Fla., it is an independent
licensee of the Blue Cross and Blue Shield Association.
About Triple-S Management Corporation
Triple-S
Management, a health services company, serves more than 1 million
customers in Puerto Rico, which
represents nearly one-third of the island's population. With over
60 years of experience, it is the premier insurance and managed
care brand, with the largest customer base and broadest provider
networks on the island. Triple-S Management has the exclusive right
to use the Blue Cross Blue Shield name and mark throughout
Puerto Rico, the U.S. Virgin Islands, Costa Rica, the British Virgin Islands and Anguilla, and offers a broad portfolio of
managed care and related products in the commercial, Medicare
Advantage and Medicaid segments. Triple-S Management is also a
well-known brand in the life insurance and property and casualty
insurance segments in Puerto Rico,
with strong customer relationships and a significant market share.
For more information about Triple-S Management, visit
www.triplesmanagement.com or contact
investorrelations@ssspr.com.
Forward-looking Statements
Certain statements
contained in this communication are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the expectations, beliefs,
intentions or strategies regarding the future, not past or
historical events. Without limiting the foregoing, the words
"anticipate(s)," "believe(s)," "estimate(s)," "expect(s),"
"feel(s)," "forecast(s)," "intend(s)," "may," "potential,"
"plan(s)," "predict(s)," "project(s)," "seek(s)," "should,"
"would," "will," and similar expressions (including the negative
thereof) are intended to identify forward-looking statements.
However, the absence of these words or similar expressions does not
mean that a statement is not forward-looking. Triple-S Management
Corporation ("Triple-S") intends that all forward-looking
statements be subject to the safe harbor provisions of the Private
Securities Litigation Reform Act. Although Triple-S believes that
the expectations reflected in such forward-looking statements are
based on reasonable assumptions when made, there is no assurance
that such assumptions are correct or that these expectations will
be achieved. Assumptions involve important risks and uncertainties
that could significantly affect results in the future. These risks
and uncertainties include, but are not limited to, the risk that
Triple-S fails to obtain the required vote of Triple-S's
shareholders; the risk of a significant delay in consummating the
proposed transaction; the risk that a condition of closing of the
proposed transaction may not be satisfied or that the closing of
the proposed transaction might otherwise not occur; the risk that a
regulatory approval or a Blue Cross and Blue Shield Association
approval that may be required for the proposed transaction is not
obtained or is obtained subject to conditions that are not
anticipated; the impact of COVID-19 on global markets, economic
conditions, the health care industry and our results of operations,
which is unknown, and the response by governments and other third
parties; the inability to predict and effectively manage health
benefits and other operating expenses and reserves, including
fluctuations in medical utilization rates due to the impact of
COVID-19; changes in federal or state laws or regulations,
including changes with respect to income tax reform or government
healthcare programs; disasters or epidemics; provider, territory,
state, federal, foreign and other contract changes and timing of
regulatory approval of contracts; the outcome of legal and
regulatory proceedings; the diversion of management time on
transaction-related issues; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; the risk that potential litigation in
connection with the proposed transaction may affect the timing or
occurrence of the proposed transaction or result in significant
costs of defense, indemnification or liability; unexpected costs,
charges or expenses resulting from the proposed transaction; the
risk that any announcements relating to the proposed transaction
could have adverse effects on the market price of the common stock
of Triple-S; and the risk that the proposed transaction and its
announcement could have an adverse effect on Triple-S's ability to
contract with providers and retain and hire key personnel; as well
as risk factors listed from time to time in Triple-S's filings with
the Securities and Exchange Commission (the "SEC"). Triple-S
cautions readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
Triple-S disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
Additional Information and Where to Find It
This
communication relates to a proposed transaction between Triple-S
and GuideWell Mutual Holding Corporation ("GuideWell"). In
connection with this proposed transaction, Triple-S may file one or
more proxy statements or other documents with the SEC. This
communication is not a substitute for any proxy statement or other
document Triple-S may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF TRIPLE-S
ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of Triple-S. Investors
and security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by Triple-S through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Triple-S will be available free of charge on Triple-S's internet
website at https://investors.triplesmanagement.com or by contacting
Triple-S's primary investor relations contact by email at
investorrelations@ssspr.com or by phone at (787)749-4949. Copies of
documents filed with the SEC by GuideWell will be made available
free of charge on GuideWell's website at www.guidewell.com.
Participants in Solicitation
Triple-S, GuideWell,
their respective directors and certain of their respective
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of Triple-S is set forth in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2020,
which was filed with the SEC on February 26,
2021, its proxy statement for its 2021 annual meeting of
stockholders, which was filed with the SEC on March 18, 2021, certain of its Quarterly Reports
on Form 10-Q and certain of its Current Reports filed on Form 8-K.
Information about the directors and executive officers of GuideWell
is set forth on its website at www.guidewell.com/who-we-are.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.
GuideWell Contacts
Thurman
Justice
EVP and Chief Financial Officer
(904) 905-5085
Farley Kern
Chief Communications Officer
Farley.Kern@bcbsfl.com
(312) 213-9811
Triple-S Management Contacts
Victor J.
Haddock-Morales
EVP and Chief Financial Officer
(787) 749-4949
Garrett Edson
ICR
(787) 792-6488
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SOURCE Triple-S Management Corporation