HealthSpring, Inc. Announces Record Date & Meeting Date for Special Meeting of Stockholders in Connection with the Proposed M...
09 Diciembre 2011 - 4:02PM
Business Wire
HealthSpring, Inc. (NYSE:HS) today announced that it has
established a record date of, and a meeting date for, a special
meeting of its stockholders to consider and vote upon, among other
things, a proposal to adopt the previously announced merger
agreement, dated as of October 24, 2011, providing for the
acquisition of HealthSpring by a subsidiary of Cigna Corporation
(“Cigna”) and other related matters.
HealthSpring stockholders of record at the close of business on
December 8, 2011, will be entitled to notice of the special meeting
and to vote at the special meeting. The special meeting will be
held on January 12, 2012, at 10:00 a.m., local time, at
HealthSpring’s offices located at 530 Great Circle Road, Nashville,
Tennessee.
The transaction is expected to close during the first quarter of
2012 and is subject to certain closing conditions, including, among
others, approval by HealthSpring’s stockholders and state
regulatory approvals.
About HealthSpring
HealthSpring is based in Nashville, Tennessee, and is one of the
country’s largest Medicare Advantage coordinated care plans.
HealthSpring currently owns and operates Medicare Advantage plans
in Alabama, Delaware, Florida, Georgia, Illinois, Maryland,
Mississippi, New Jersey, Pennsylvania, Tennessee, Texas and
Washington, D.C. Beginning in 2012, HealthSpring will also operate
Medicare Advantage plans in West Virginia. HealthSpring also offers
a national stand-alone Medicare prescription drug plan. For more
information, visit www.healthspring.com.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving HealthSpring and Cigna. The proposed
transaction will be submitted to the stockholders of HealthSpring
for their consideration. In connection with the proposed
transaction, HealthSpring filed a definitive proxy statement with
the Securities and Exchange Commission (the “SEC”) on December 9,
2011. HealthSpring and Cigna may file with the SEC other documents
regarding the proposed transaction. STOCKHOLDERS OF HEALTHSPRING
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION IN ITS ENTIRETY AND TO READ ANY OTHER RELEVANT
DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The definitive proxy statement will be mailed
to HealthSpring’s stockholders on or about December 12, 2011. You
may obtain copies of all documents filed with the SEC concerning
the proposed transaction, free of charge, at the SEC’s website at
www.sec.gov. In addition, stockholders may obtain free copies of
the documents filed with the SEC by HealthSpring by going to
HealthSpring’s Investor Relations website page at
www.healthspring.com or by sending a written request to
HealthSpring’s Secretary at HealthSpring, Inc., 9009 Carothers
Parkway, Suite 501, Franklin, Tennessee 37067, or by calling the
Secretary at (615) 291-7000.
Interests of Participants
HealthSpring and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of HealthSpring in connection with the proposed
transaction. Information regarding HealthSpring’s directors and
executive officers is set forth in HealthSpring’s proxy statement
for its 2011 annual meeting of stockholders and its Annual Report
on Form 10-K for the fiscal year ended December 31, 2010, as
amended by Amendment No. 1 on Form 10-K/A, which were filed with
the SEC on April 15, 2011, February 25, 2011, and September 22,
2011, respectively. Additional information regarding persons who
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction is contained in the definitive
proxy statement filed by HealthSpring with the SEC on December 9,
2011.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this communication that are not
historical fact are forward-looking statements which HealthSpring
intends to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Statements that are predictive in
nature, that depend on or relate to future events or conditions, or
that include words such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would,” and similar
expressions are forward-looking statements. The forward-looking
statements involve significant known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed in or implied by the
forward-looking statements, and undue reliance should not be placed
on such statements. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements include, among other things, the following risks and
uncertainties: the failure to receive, on a timely basis or
otherwise, the required approvals by HealthSpring’s stockholders
and government or regulatory agencies; the risk that a condition to
closing of the proposed transaction may not be satisfied;
HealthSpring’s and Cigna’s ability to consummate the Merger,
including the financing thereof; the possibility that the
anticipated benefits and synergies from the proposed transaction
cannot be fully realized or may take longer to realize than
expected; the failure to obtain the necessary debt financing
arrangements set forth in the commitment letter received in
connection with the Merger; the possibility that costs or
difficulties related to the integration of HealthSpring and Cigna
operations will be greater than expected; operating costs and
business disruption, including difficulties in maintaining
relationships, may be greater than expected; the ability of
HealthSpring or the combined company to retain and hire key
personnel and maintain relationships with providers or other
business partners; the impact of legislative, regulatory and
competitive changes and other risk factors relating to the industry
in which HealthSpring and Cigna operate, as detailed from time to
time in each of HealthSpring’s and Cigna’s reports filed with the
SEC. There can be no assurance that the proposed transaction will
in fact be consummated.
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found under Item 1.A in HealthSpring’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2010,
and Item 1.A of HealthSpring’s most recent Quarterly Report on Form
10-Q for the quarter ended September 30, 2011, and other documents
of HealthSpring on file with the SEC, including the definitive
proxy statement filed by HealthSpring on December 9, 2011.
HealthSpring cautions that the foregoing list of important factors
that may affect future results is not exhaustive. When relying on
forward-looking statements to make decisions with respect to the
proposed transaction, stockholders and others should carefully
consider the foregoing factors and other uncertainties and
potential events. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to HealthSpring or any other person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements referenced above. The forward-looking statements
contained herein speak only as of the date of this communication.
HealthSpring does not undertake any obligation to update or revise
any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future,
except as may be required by law.
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