Advances long-term strategy by providing platform for growth
in value-based care
WOONSOCKET, R.I., DALLAS and NEW
YORK, Sept. 5, 2022
/PRNewswire/ -- CVS Health® (NYSE: CVS) and Signify Health
(NYSE: SGFY) ("Signify") have entered into a definitive agreement
under which CVS Health will acquire Signify Health for $30.50 per share in cash, representing a total
transaction value of approximately $8
billion.
Signify Health is a leader in Health Risk Assessments,
value-based care and provider enablement. With a network of more
than 10,000 clinicians across all 50 states and a nationwide
value-based provider network, combined with its proprietary
analytics and technology platforms, Signify Health is improving
patient engagement, patient outcomes and care coordination for
stakeholders across the health care system. Signify Health's
clinicians and providers can have an even greater impact by
engaging with CVS Health's unique collection of assets and
connecting patients to care how and when they need it.
"Signify Health will play a critical role in advancing our
health care services strategy and gives us a platform to
accelerate our growth in value-based care," said CVS Health
President and CEO, Karen S. Lynch.
"This acquisition will enhance our connection to consumers in the
home and enables providers to better address patient needs as we
execute our vision to redefine the health care experience. In
addition, this combination will strengthen our ability to expand
and develop new product offerings in a multi-payor approach."
Signify Health's network of clinicians – physicians, nurse
practitioners and physician assistants – utilize home-based visits
to identify a patient's clinical and social needs, and then connect
them to appropriate follow-up care and community-based resources in
order for the patient to have a more connected, effective care
experience. In 2022, Signify Health's clinicians expect to connect
with nearly 2.5 million unique members in the home, both in-person
and virtually, and on average they spend 2.5 times longer with a
patient in the home than providers spend in the average primary
care office visit.
Notably, since acquiring Caravan Health in March 2022, Signify Health has further expanded
its focus on value-based care and population health. Today, Caravan
is already a partner to over 170 providers participating in
accountable care organizations (ACOs) serving Medicare
beneficiaries with a focus on improving the health of underserved
communities. Signify Health recently announced that its ACOs
generated more than $138 million in
gross savings in 2021, and in 2023 the Caravan business is expected
to serve ACOs representing over 700,000 people – rivaling many
standalone platforms. As part of CVS Health, Signify Health will
continue to advance its extensive primary care enablement
capabilities, including turnkey analytics, network, and practice
improvement solutions, to help providers transition to value-based
reimbursement and improve quality of care.
"Signify Health's mission is to build trusted relationships to
make people healthier by using actionable intelligence to
understand what's really impacting outcomes and cost today," said
Kyle Armbrester, CEO of Signify Health. "As we carefully
considered our long-term strategic options, we determined that CVS
Health is the ideal partner, given its focus on expanding access to
health services and helping consumers navigate to the best sites of
care. We are both building an integrated experience that supports a
more proactive, preventive and holistic approach to patient care,
and I look forward to executing on our shared vision for the future
of care delivery."
"We formed Signify Health and recruited Kyle and the team to
build a strategic innovation platform focused on leveraging
technology as a catalyst for connecting key health care
stakeholders to drive better patient outcomes," said Matt Holt, Chairman of the Board, Signify Health
and President of Private Equity and Managing Director at New
Mountain Capital, which owns a majority stake in Signify Health.
"Together with CVS Health, Signify is uniquely positioned to
continue to lead the transformation to value-based care. We look
forward to the significant impact this transaction will make on
health care for years to come."
Following the close of the transaction, Kyle
Armbrester will continue to lead Signify Health as part of CVS
Health. Signify Health's extensive network of over 50 health plan
clients and their members will further augment CVS Health's
longstanding and leading offering of payor-agnostic solutions for a
diverse set of health plan and employer clients.
Transaction details
CVS Health will acquire Signify Health's stock for $30.50 per share. CVS Health expects to fund the
transaction with existing cash from its balance sheet and available
resources and is committed to maintaining its current credit
ratings. The transaction was approved by the Board of Directors at
each of the respective companies. It is subject to approval by
a majority of Signify Health's stockholders, receipt of regulatory
approval and satisfaction of other customary closing
conditions. Private equity funds affiliated with New Mountain
Capital, which owns approximately 60% of the common stock of
Signify Health, have agreed to vote the shares they own in favor of
the transaction, subject to customary exceptions. CVS Health and
Signify Health anticipate that the transaction will close in
the first half of 2023.
"This is a major step as we continue to execute on our
strategy," said CVS Health Executive Vice President and Chief
Financial Officer Shawn Guertin. "We
expect the acquisition to be meaningfully accretive to earnings
and, as a result, are increasingly confident we can achieve our
long-term adjusted EPS goals as outlined at our Investor Day in
December 2021."
Joint Conference Call and Webcast
CVS Health and Signify Health will hold a joint conference call
for analysts and investors on September 6,
2022 at 8:30 a.m. ET. An audio
webcast of the conference call will be broadcast simultaneously on
the Investor Relations portion of the CVS Health website at
investors.cvshealth.com where it will be archived for a period of
one year.
Advisors
BofA Securities is serving as financial advisor to CVS Health.
CVS Health was advised on legal matters by Fried, Frank, Harris,
Shriver & Jacobson LLP, Dechert LLP, and McDermott Will & Emery LLP. Goldman Sachs
& Co. LLC and Deutsche Bank Securities Inc. are serving as
financial advisors to Signify Health. Ropes & Gray LLP is
acting as Signify Health's legal advisor.
About CVS Health
CVS Health® is the leading health solutions company, delivering
care like no one else can. We reach more people and improve the
health of communities across America through our local presence,
digital channels and over 300,000 dedicated colleagues – including
more than 40,000 physicians, pharmacists, nurses and nurse
practitioners. Wherever and whenever people need us, we help them
with their health – whether that's managing chronic diseases,
staying compliant with their medications or accessing affordable
health and wellness services in the most convenient ways. We help
people navigate the health care system – and their personal health
care – by improving access, lowering costs and being a trusted
partner for every meaningful moment of health. And we do it all
with heart, each and every day. Follow @CVSHealth on social
media.
About Signify Health
Signify Health is a leading health care platform that
leverages advanced analytics, technology, and nationwide healthcare
provider networks to create and power value-based payment programs.
Our mission is to build trusted relationships to make people
healthier. Our solutions support value-based payment programs by
aligning financial incentives around outcomes, providing tools to
health plans and healthcare organizations designed to assess and
manage risk and identify actionable opportunities for improved
patient outcomes, coordination, and cost-savings. Through our
platform, we coordinate what we believe is a holistic suite of
clinical, social, and behavioral services to address an
individual's healthcare needs and prevent adverse events that drive
excess cost, all while shifting services towards the home.
CVS Health Contacts:
Media
T.J. Crawford
212-457-0583
CrawfordT2@CVSHealth.com
Investors
Larry
McGrath
800-201-0938
investorinfo@cvshealth.com
Signify Health Contacts:
Media
Lynn Shepherd
610-613-7263
lshepherd@signifyhealth.com
Investors
Jason
Plagman
investor.relations@signifyhealth.com
Cautionary Statement Concerning Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by or on behalf of
CVS Health Corporation ("CVS Health") or Signify Health. Statements
in this press release that are forward looking include, but are not
limited to, statements regarding the benefits of the proposed
acquisition of Signify Health and the associated integration plans,
expected synergies and revenue opportunities, anticipated future
operating performance and results of CVS Health, the expected
management and governance of Signify Health following the
acquisition, and the expected timing of the closing of the proposed
acquisition and other transactions contemplated by the merger
agreement. By their nature, all forward-looking statements are not
guarantees of future performance or results and are subject to
risks and uncertainties that are difficult to predict and/or
quantify. Such risks and uncertainties include, but are not limited
to, the occurrence of any event, change or other circumstance that
could give rise to the right of CVS Health or Signify Health or
both of them to terminate the merger agreement, including
circumstances requiring a party to pay the other party a
termination fee pursuant to the merger agreement; failure to obtain
applicable regulatory or Signify Health stockholder approval in a
timely manner or otherwise; the risk that the acquisition may not
close in the anticipated timeframe or at all due to one or more of
the other closing conditions to the transaction not being satisfied
or waived; risks related to the ability of CVS Health and Signify
Health to successfully integrate the businesses and achieve the
expected synergies and operating efficiencies within the expected
timeframes or at all and the possibility that such integration may
be more difficult, time consuming or costly than expected; risks
related to disruption of management time from ongoing business
operations due to the proposed transaction; the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of CVS Health and Signify
Health's common stock, credit ratings or operating results; the
risk that the proposed transaction and its announcement could have
an adverse effect on the ability of CVS Health and Signify Health
to retain customers and maintain relationships with each of their
business partners, suppliers and customers and on their operating
results and businesses generally; the risk of litigation and/or
regulatory actions related to the proposed acquisition; and
other business effects, including the effects of industry, market,
economic, political or regulatory conditions. Also, CVS Health's
and Signify Health's actual results may differ materially from
those contemplated by the forward-looking statements for a number
of additional reasons as described in our respective Securities and
Exchange Commission ("SEC") filings, including those set forth in
the Risk Factors section and under the heading "Cautionary
Statement Concerning Forward-Looking Statements" in our respective
most recently filed Annual Reports on Form 10-K, our respective
Quarterly Reports on Form 10-Q for our respective second quarters
of 2022 and our respective Current Reports on Form 8-K.
You are cautioned not to place undue reliance on CVS Health's or
Signify Health's forward-looking statements. CVS Health's and
Signify Health's respective forward-looking statements are and will
be based upon each company's management's then-current views and
assumptions regarding CVS Health's proposed acquisition of Signify
Health, future events and operating performance, and are applicable
only as of the dates of such statements. Neither CVS Health nor
Signify Health assumes any duty to update or revise forward-looking
statements, whether as a result of new information, future events,
uncertainties or otherwise.
This press release may include non-GAAP financial measures that
CVS Health uses to describe its performance. In accordance with SEC
regulations, unless stated otherwise herein, you can find the
definitions of these non-GAAP measures, as well as reconciliations
to the most directly comparable GAAP measures, on the Investor
Relations Resources portion of CVS Health's website. Non-GAAP
financial measures should not be considered a substitute for, or
superior to, financial measures determined or calculated in
accordance with GAAP. CVS Health's definitions of its non-GAAP
financial measures may not be comparable to similarly titled
measures reported by other companies.
Additional Information and Where to Find It
This communication is being made in respect to the proposed
transaction involving CVS Health and Signify Health. A meeting of
the stockholders of Signify Health will be announced as promptly as
practicable to seek stockholder approval in connection with the
proposed transaction. CVS Health and Signify Health intend to file
relevant materials with the SEC, including the filing by Signify
Health of a preliminary and definitive proxy statement relating to
the proposed transaction. The definitive proxy statement will be
mailed to Signify Health's stockholders. This press release is not
a substitute for the proxy statement or any other document that may
be filed by Signify Health with the SEC.
BEFORE MAKING ANY DECISION, SIGNIFY HEALTH STOCKHOLDERS ARE
URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY
STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Any vote in respect of resolutions to be proposed at Signify
Health's stockholder meeting to approve the proposed transaction or
other responses in relation to the proposed transaction should be
made only on the basis of the information contained in Signify
Health's proxy statement. You will be able to obtain a free
copy of the proxy statement and other related documents (when
available) filed by Signify Health and CVS Health with the SEC at
the website maintained by the SEC at www.sec.gov or by accessing
the Investor Relations section of Signify Health's website at
https://www.signifyhealth.com or the Investor Resources section of
CVS Health's website at https://investors.cvshealth.com.
No Offer or Solicitation
This press release is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
CVS Health, Signify Health and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Signify Health's stockholders
in connection with the proposed transaction. Information regarding
CVS Health's directors and executive officers is contained in CVS
Health's Definitive Proxy Statement for its 2022 Annual Meeting of
Stockholders filed with the SEC on April 1,
2022. Information regarding Signify Health's directors and
executive officers, including a description of their respective
direct or indirect interests, by security holdings or otherwise,
will be included in the proxy statement described above. These
documents (when available) may be obtained free of charge from the
SEC's website at www.sec.gov or by accessing the Investor Relations
section of Signify Health's website at
https://www.SignifyHealth.com or the Investor Resources section of
CVS Health's website at https://investors.cvshealth.com.
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SOURCE CVS Health