Grows and Strengthens Medicaid and Medicare Advantage Businesses
Enhances Business with Pharmacy Account Administrator Platform
Delivers Significant Acquirement Growth
Transaction Accepted to be Accretive to Earnings
Company to Host Appointment Alarm and Webcast at 5:00 p.m. EDT Today
TAMPA, Fla., May 29, 2018 /PRNewswire/ — WellCare Bloom Plans, Inc. (WCG) appear today that it has entered into a absolute acceding to admission Meridian Bloom Plan of Michigan, Inc., Meridian Bloom Plan of Illinois, Inc., and MeridianRx, a pharmacy account administrator (PBM), (collectively, “Meridian”) for $2.5 billion in cash. The transaction is accepted to aing by the end of 2018, accountable to accepted closing conditions, including authoritative approvals.
Meridian expects to accomplish added than $4.3 billion in absolute acquirement in 2018. As a aftereffect of this transaction, WellCare will alter its Medicaid portfolio through the accession of Michigan, area Meridian has the No. 1 Medicaid bazaar position; deepen its Medicaid business in Illinois; and admission an chip PBM platform.
Meridian is one of the better a held, for-profit managed affliction organizations in the U.S. and serves about 1.1 actor Medicaid, Medicare Advantage (MA), chip dual-eligible and Bloom Insurance Marketplace associates as of May 1, 2018 in Michigan, Illinois, Indiana and Ohio. With a high-performing culture, Meridian has committed added than 20 years to accouterment compassionate and affection affliction to its associates as approved by accomplishing aerial affection ratings from the broadly admired National Committee for Affection Assurance (NCQA) for its Medicaid bloom affairs in Michigan and Illinois.
“Meridian is a well-performing bloom plan, and WellCare and Meridian allotment a agnate charge to confined our associates through a comprehensive, chip admission to healthcare,” said Ken Bur, WellCare’s CEO. “This transaction strategically aligns with our focus on government-sponsored bloom plans, will strengthen our capabilities and growing business, and will advisedly beforehand our beforehand agenda.”
“WellCare’s abiding charge to convalescent the lives of its associates makes it an ideal partner,” said David B. Cotton, CEO of Meridian. “Our agnate missions, ethics and goals, accumulated with WellCare’s adherence to accouterment an unparalleled affiliate experience, including admission to aerial affection healthcare, were key factors in our decision.”
Meridian has about 508,000 Medicaid associates in Michigan and 565,000 Medicaid associates in Illinois as of May 1, 2018.1 Aloft closing, WellCare will accept the No. 1 Medicaid associates bazaar allotment in Michigan and Illinois, accession its arch bazaar position from four to six states. WellCare will additionally aggrandize its MA business through the accession of Meridian’s 27,000 MA associates in Michigan, Illinois, Indiana and Ohio.1 In addition, as a aftereffect of this transaction, the aggregation will add an chip PBM belvedere that provides a advanced ambit of casework and artefact offerings to both Meridian’s associates and third parties.
Financial Allowances and Transaction Details
The transaction is accepted to aftermath $0.40 to $0.50 of accession to WellCare’s adapted balance per allotment in 2019, $0.70 to $0.80 of accession in 2020, and $1.00 of accession in 2021, across-the-board of $30 actor to $40 actor in synergies that will admission up over the aing few years and absolute of ancient transaction-related costs of $75 actor to $85 actor and accumulative integration-related costs of $50 actor to $60 million.
WellCare expects to armamentarium the transaction through a aggregate of banknote on hand, the company’s undrawn $1.0 billion revolving acclaim facility, and, accountable to bazaar conditions, new debt of $600 actor to $1.0 billion and new disinterestedness of $800 actor to $1.2 billion. The transaction is not accidental aloft financing, and WellCare has anchored $2.5 billion in committed arch financing.
WellCare’s presentation anecdotic the highlights of the transaction can be accessed via the afterward link: http://ir.wellcare.com/Presentations.
Presentation and Webcast
WellCare will host a appointment alarm and alive webcast today at 5:00 p.m. EDT to altercate the transaction.
The appointment alarm will be webcast alive from the company’s website and will be attainable at the afterward link: https://services.choruscall.com/links/wcg180529.html. The webcast should be accessed a few account above-mentioned to the appointment alarm alpha time. A epitomize of the webcast will be attainable for one year afterward the cessation of the alive advertisement and will be attainable on the company’s website at http://ir.wellcare.com/Event.
The appointment alarm can additionally be accessed by pre-registering application the afterward link: http://dpregister.com/10120892. Callers who pre-register will be accustomed dial-in instructions and a different PIN to accession absolute admission to the call. Participants may pre-register now, or at any time above-mentioned to the call, and will accept simple instructions via email.
For those parties who do not accept internet admission or are clumsy to pre-register, the appointment alarm may be accessed by calling:
Domestic actor dial-in cardinal (toll-free): 1-844-492-3724 International actor dial-in number: 1-412-542-4185
A telephonic epitomize will be attainable until midnight EDT on Tuesday, June 5, 2018. This epitomize may be accessed by dialing either of the numbers beneath and entering the epitomize admission cipher 10120892:
Domestic epitomize (toll-free) number: 1-877-344-7529 International epitomize number: 1-412-317-0088
About WellCare Bloom Plans, Inc.
Headquartered in Tampa, Fla., WellCare Bloom Plans, Inc. (WCG) focuses on accouterment government-sponsored managed affliction services, primarily through Medicaid, Medicare Advantage and Medicare Prescription Drug Plans, to families, children, seniors and individuals with circuitous medical needs. The aggregation served about 4.3 actor associates civic as of March 31, 2018. For added advice about WellCare, amuse appointment the company’s website at www.wellcare.com.
Meridian is a family-owned, family-operated accumulation of bloom affairs with offices in Michigan and Illinois. Meridian’s affiliates accommodate MeridianHealth (Medicaid), MeridianCare (Medicare), MeridianComplete (Medicare-Medicaid), MeridianChoice (Health Insurance Marketplace), and MeridianRx, a pharmacy account administration company. The National Committee for Affection Assurance has rated Meridian Bloom Plan of Michigan, Inc. and Meridian Bloom Plan of Illinois, Inc. 4 out of 5 according to NCQA Medicaid Bloom Insurance Plan Ratings 2017-2018. Meridian serves added than 1.0 actor associates in four states. For added information, appointment www.mhplan.com.
Basis of Presentation
In accession to after-effects bent beneath GAAP, WellCare provides assertive non-GAAP banking measures that administration believes are advantageous in assessing the company’s performance. Non-GAAP banking measures should be advised in accession to, but not as a acting for, or above to, banking measures able in accordance with GAAP.
Earnings per allotment accept been adapted for the aftereffect of assertive expenses, and as appropriate, the accompanying tax effect, accompanying to ahead appear government investigations and accompanying action and resolution costs (“investigation costs”); acquittal bulk associated with acquisitions (“acquisition-related acquittal expenses”); and assertive ancient transaction and affiliation costs accompanying to the accession of Universal American and Meridian (“transaction and affiliation costs”).
Although the afar items may recur, WellCare believes that by accouterment non-GAAP measures absolute of these items, it facilitates period-over-period comparisons and provides added accuracy about contest and trends affecting its bulk operating performance, as able-bodied as accouterment allegory to adversary results. The analysis costs are accompanying to a detached adventure which administration does not apprehend to reoccur. WellCare has adapted for acquisition-related acquittal costs as these affairs do not anon chronicle to the application of articles for our barter and are not anon accompanying to the bulk achievement of its business operations. The transaction and integrations costs are accompanying to a specific 2017 and 2018 events, which do not reflect the basal advancing achievement of the business.
The aggregation is not able to activity at the time of this account absolution the bulk of costs associated with analysis costs, the timing of transaction and affiliation costs and, therefore, cannot accommodate projected non-GAAP measures afflicted by these items to projected GAAP measures.
Cautionary Statement Apropos Forward-Looking Statements
This account absolution and accompanying presentation accommodate “forward-looking” statements that are fabricated pursuant to the safe anchorage accoutrement of the Private Securities Action Reform Act of 1995. Statements that are predictive in nature, that depend aloft or accredit to approaching contest or conditions, or that accommodate words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will,” and agnate expressions are advanced statements. For example, statements apropos the company’s banking outlook, and the timing, closing, abode of acquittal and banking appulse of the awaiting transaction accommodate advanced statements. Advanced statements absorb accepted and alien risks and uncertainties that may account WellCare’s absolute approaching after-effects to alter materially from those projected or advised in the advanced statements. These risks and uncertainties include, but are not bound to, the adeptness to complete the transaction in a appropriate abode or at all (which may abnormally affect WellCare’s business and the amount of the accepted banal of WellCare), the abortion to amuse the altitude to the cleanup of the transaction(including the cancellation of assertive authoritative and authoritative approvals), any requirements that may be imposed by authoritative or authoritative authorities as a action to acknowledging the transaction, adjustments to the acquirement price, the adeptness to accomplish accepted synergies aural the accepted time frames or at all, the adeptness to accomplish accession to WellCare’s earnings, revenues or added allowances expected, disruption to business relationships, operating results, and business about of WellCare and/or Meridian and the adeptness to absorb Meridian employees, the availability of debt and disinterestedness financing, WellCare’s advance on top priorities such as convalescent bloom affliction affection and access, ensuring a aggressive amount position, and carrying prudent, assisting growth, WellCare’s adeptness to finer appraisal and administer growth, WellCare’s adeptness to finer assassinate and accommodate acquisitions, abeyant reductions in Medicaid and Medicare revenue, WellCare’s adeptness to appraisal and administer medical allowances bulk effectively, including through its vendors, its adeptness to accommodate actuarially complete rates, abnormally in new programs with bound experience, the allotment and acquittal by accompaniment governments of Medicaid premiums receivable, the aftereffect of any protests and action accompanying to Medicaid awards, the approval of Medicaid affairs by CMS, any changes to the programs or contracts, WellCare’s adeptness to abode operational challenges accompanying to new business, and WellCare’s adeptness to accommodated the requirements of abode reviews. Accustomed the risks and uncertainties inherent in advanced statements, any of WellCare’s advanced statements could be incorrect and investors are cautioned not to abode disproportionate assurance on any of our advanced statements.
Additional advice apropos these and added important risks and uncertainties can be begin in the company’s filings with the U.S. Securities and Exchange Commission, included beneath the captions “Forward-Looking Statements” and “Risk Factors” in the company’s Annual Report on Form 10-K for the year concluded December 31, 2017, and in the company’s Quarterly Report on Form 10-Q for the division concluded March 31, 2018, which accommodate discussions of WellCare’s business and the assorted factors that may affect it. Subsequent contest and developments may account absolute after-effects to differ, conceivably materially, from WellCare’s advanced statements. WellCare’s advanced statements allege alone as of the date on which the statements are made. WellCare undertakes no duty, and especially disclaims any obligation, to amend these advanced statements to reflect any approaching events, developments or otherwise.
1 Includes about 6,000 chip dual-eligible associates in Michigan and about 8,000 chip dual-eligible associates in Illinois.
(PRNewsfoto/WellCare Bloom Plans, Inc.)
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