Showing posts with label mergers and acquisitions. Show all posts
Showing posts with label mergers and acquisitions. Show all posts

Friday, October 11, 2013

Private Practice: The End of an Era or a Value Added Proposition?



-Kameron Gifford, CPC  10/11/13

The practice of medicine in America is changing rapidly under new regulations, greater enforcement and tightening reimbursement policies. We are seeing more and more physicians opting to sell their practices rather than the time honored tradition of “modify and adapt”.
This month marks a significant point in our journey down the road of “Healthcare Reform” for the entire industry, but to me, it means more than the opening of healthcare exchanges and the final countdown to ICD-10; it signifies the potential end of an era. 
Just as any other small business owner, my father has worked countless hours building his business from the ground up. Over the last 35 years, he has kept his patients healthy, managed employees, handled payroll and navigated numerous changes in insurance and healthcare reform. He has supervised residents, moonlighted in the Emergency Room, held medical directorships and worked hand in hand with managed care companies to improve their outcomes. 
On October 2nd, at 70 years old, he sold his private practice to a “corporate medical group.” This sell was bitter sweet for me as I have come to know and care for each and every one of our patients.  As a child, I spent many summer days reading medical text books in his office and accompanying him on hospital rounds. As an adult, I was honored to work side by side with him as his office manager.
Today, I ponder the future experiences of my patients and the overall effect on outcomes. Who will “lead” their plight for wellness now? What does the commercialization of primary care mean for consumers? What is the ultimate number of dollars saved versus the experience of the care delivered? And how will corporate medicine ultimately affect future access?
Policies and procedures are a necessary evil in terms of practice management. For example, we did not accept walk-ins, but I never turned a patient away from my window. Would you shut the door on a friend in need? Of course not, even when it is inconvenient . When Mr. Hernandez’s grandson was visiting from New York, and was stung by a jelly fish, we worked him in, even though he was 17, and we did not see anyone under 18. This flexibility on the front line increases patient satisfaction and improves the overall experience of care. 
When you called the office, there was a 1 in 3 chance that I (the office manager) would answer the phone. Why, because during clinic, I sat up front and checked out every patient. Because this is the last step in the process, and ultimately your last opportunity to ensure that your “customer” leaves with a smile, or at least a clear understanding of what to do next. My “instructions” came in many different vehicles, but the over arching theme was “please call with questions, I am here to help and I care”.
Same day appointments were always available and “no show” patients didn’t exist. When employers changed plans and Mr. Jones forgot his insurance card, we still checked his blood pressure, and when Mrs. Allen accidentally enrolled in a plan we were not participating with, we continued her treating her all year without a charge. Why? Because after 15 years of care it was the right thing to do. Mrs. Allen only came in twice that year, but 5 years later she is still with us. When new members were added to our managed care rosters, we reached out to them, instead of waiting for them to contact us. All this was standard procedure, years before the ACA or quality incentives. 
My father ran his practice with strict protocols. He took the history of all new patients, personally. Our collection of new patient forms did not include the standard lists of boxes to check. His “standard” set of questions had been refined again and again through out the years to ensure a “yes” or “no” answer would be difficult. Instead of “do you drink?” it might be “what did you drink with dinner last night?” or "how much do you drink?" Antibiotics were never given out over the phone, and sinus infections were confirmed by a sinus x-ray before writing the prescription. All appointments for tests and specialists were made by us, without exception. Why? Because this ensured we always received the report, and would be able to remind them when and where they were to go. Diabetics and pre-diabetics were seen every 3 months fasting, and we tracked and monitored all LDL’s internally on a quarterly basis. Every  patient had a comprehensive physical exam, even before Medicare Wellness Exams were reimbursed. And when you came to our office for our physical, you met with doctor in his office, after getting dressed to discus the results. All of this, long before primary care came into the spotlight, and quality was ever mentioned in terms of payment.
So, what value has this acquisition ultimately added to the experience of care for my patients? Will the shiny new furniture and upgraded computers really have an impact on their health? And what about the "standards" of corporate medicine? Will the new spirometery machine really improve the overall health of the population, or will it's purpose be closer tied to revenue?
I can’t help but wonder what will be lost in translation from private practice to corporate medicine? If Mrs. Jackson calls without her hearing aids in, will a live person be there to assist her? Or will she be forced to fumble through an automated phone system? And if she gets a voicemail instead of a person, how will that ultimately influence her decision to seek or not to seek care?
Now consider for a moment the potential financial impact of 1 coronary event, or the prevention of 1 coronary event.  That phone call might have been our single opportunity to reduce the probability of a negative outcome.  
I am willing to bet that the magical point of sustainability in our healthcare system lies within both our past experiences and future capabilities. Perhaps the answer we are all searching so desperately to find is not black and white, but instead a mix of "old" and "new." As an industry, I believe that we need to embrace the collective experiences of those who have been on the front lines, and work together to create innovative solutions instead of closing the door on an era and such a wealth of intelligence.  There is no one that knows what your members need or want more than the person that answers the phone at your PCP’s office. I believe the most innovative solutions are yet to come.  What could this collective intelligence add to your current value proposition?

Wednesday, October 2, 2013

Tenet Closes on $4.3B Vanguard Acquisition


TenetlogoTenet paid $1.8 billion in cash, or $21 per share of Vanguard stock, and agreed to assume $2.5 billion of Vanguard's debt, giving the transaction a total value of $4.3 billion.
"Through this acquisition, we have significantly increased our scale and expanded the services we offer," Trevor Fetter, president and CEO of Tenet, said in a news release. "We intend to be a leader in addressing the opportunities in our healthcare system, and we are strongly positioned to drive improvements in quality and value for the millions of people to whom we provide care."
Tenet, which will maintain headquarters in Dallas, now owns and operates 77 acute-care hospitals, 173 ambulatory surgery centers and outpatient facilities and five health plans. It also could add several more hospitals into its system, as Vanguard has been working on a few hospital acquisitions in Connecticut, such as Eastern Connecticut Health Network in Manchester. Tenet, which now has more than 100,000 employees, also oversees six accountable care organizations.
Tenet currently stands as second-largest for-profit hospital chain in terms of revenue and the third-largest in number of hospitals owned. Further, Tenet gained market share in areas it previously had no footprint, such as Chicago, Detroit, San Antonio, Phoenix and New England — giving it the number one or two position in 19 major markets.
Tenet announced plans to acquire Vanguard in June. Vanguard, which has ceased trading on the New York Stock Exchange as of today, produced a large payday for its largest shareholder, New York City-based private equity firm Blackstone Group. According to a Bloomberg Businessweek report from earlier this summer, Blackstone should receive $617 million from the sale.
Since the merger was announced, Vanguard also had to settle two lawsuits that claimed the transaction was approved through "an unfair process and at an unfair price."

Thursday, September 19, 2013

Gentiva® Health Services to Acquire Harden Healthcare

- Increases Focus on Dual Eligible Population

- Combines Leading Home Health, Hospice and Community Care Providers

- Company To Host Call Today at 9:00 a.m. ET

ATLANTASept. 19, 2013 /PRNewswire/ -- Gentiva Health Services, Inc. (NASDAQ: GTIV) ("Gentiva" or "the Company"), the largest provider of home health and hospice services in the United States based on revenue, and Harden Healthcare Holdings, Inc. ("Harden"), a leading provider of home health, hospice and community care services, announced today that they have entered into a definitive merger agreement whereby Gentiva will acquire Harden.    
Under the terms of the merger agreement, Gentiva will acquire Harden's home health, hospice and community care businesses. Harden's existing shareholders will retain the company's long-term care business.   The purchase price to be paid by Gentiva is approximately $408.8 million, consisting of $355 million in cash and approximately $53.8 million in Gentiva common stock.  Gentiva expects to fund the cash portion of the purchase price through available cash and a new credit facility.  The Company expects to raise a new $855 million term loan facility to fund the transaction and refinance its existing term loans.      
Founded in 2001 and based in Austin, Texas, Harden operates in 13 states and has a large presence in Texas and several other south central states.  Excluding its long-term care business, Harden's 2012 consolidated revenue was approximately$476.0 million.  
Based on results from continuing operations for the respective companies' 2012 fiscal years, we anticipate the combination of Gentiva and Harden will create a company with revenue comprised of 49% home health revenue, 41% hospice revenue and 10% community care revenue.  The percent of combined company Medicare revenues for the full-year 2012 would have been 72%, down from 86% for standalone Gentiva, thereby reducing the Company's Medicare exposure.
As part of the transaction, Gentiva will become a preferred provider for Harden's 49 skilled nursing and assisted living facilities in Texas.
"This transaction is a great strategic fit for Gentiva and we believe it will provide significant long-term value for our shareholders," commented Gentiva Executive Chairman Rod Windley. "I consider the Harden transaction a milestone in the continued Gentiva growth story.  The increasing healthcare needs of an aging population and ongoing rate pressures will fuel industry consolidation and Gentiva is positioned to be a leader in this effort.  Additionally, I am pleased to announce that current Harden Chairman Steve Hicks will be joining the Gentiva board at the completion of the merger."
"We are excited to welcome the Harden employees to the Gentiva family," said Gentiva CEO Tony Strange.  "Harden is recognized as a leader in the post-acute care continuum for seniors and shares our commitment to quality outcomes, customer satisfaction and employee engagement, all done in an environment of compliance.  In addition to further strengthening our core home health and hospice businesses, this acquisition expands Gentiva's service offerings into the dual eligibles, which is one of America's most frail populations and a key priority for federal and state governments as they seek better coordination of care, reduced costs and improved outcomes.  We believe the combination of these two companies uniquely positions us to provide pre- and post-acute care services in the markets we serve."
Harden CEO Lew Little added, "This merger represents an exciting opportunity to bring together two complementary companies that share a commitment to providing compassionate care and we look forward to better serving our patients and their families with the expanded resources of the combined company."
The transaction was approved by the Board of Directors of each company and by Harden's shareholders. The transaction is scheduled to close in the fourth quarter of 2013 and is subject to customary closing conditions. 
The Company expects the acquisition to be accretive to adjusted income per share, exclusive of one-time costs, within the first 12 months following closing. Assuming the transaction closes in the fourth quarter of 2013 as expected, the Company expects combined 2014 revenues to be in the range of $2.1 billion to $2.2 billion and Adjusted EBITDA to be in the range of $210.0 million to $220.0 million, excluding the impact of equity-based compensation expense.
Edge Healthcare Partners, LLC, a division of Edge Corporate Finance, LLC, is acting as financial advisor to Gentiva.  Greenberg Traurig, LLP is acting as legal advisor to Gentiva.  Barclays and BofA Merrill Lynch have provided committed financing for the transaction.  
Barclays is acting as financial advisor to the Board of Directors of Harden.  Alston & Bird LLP is acting as legal advisor to Harden.
Non-GAAP Financial Measures
The information provided in this press release includes a non-GAAP financial measure, Adjusted EBITDA. Adjusted EBITDA excludes charges related to restructuring, legal settlements, acquisition and integration activities and other special items.  Management uses Adjusted EBITDA to compare operating results with other companies in the healthcare industry.  Adjusted EBITDA should not be considered in isolation or as a substitute for the comparable GAAP measure.
A reconciliation of Adjusted EBITDA to net income attributable to Gentiva shareholders, the most directly comparable GAAP measure, is not accessible on a forward-looking basis without unreasonable effort due to the inherent difficulties in predicting the costs of restructuring, legal settlements and merger and acquisition activities and the impact of any future acquisitions or divestitures, which can fluctuate significantly and may have a significant impact on net income.
Conference Call and Webcast Details
The Company will comment further on this transaction during a conference call and live webcast to be held Thursday, September 19, 2013 at 9:00 a.m. Eastern Time. To participate in the call from the United StatesCanada or an international location, dial (973) 935-2408 and reference call #68479531. The webcast is an audio-only, one-way event. Webcast listeners who wish to ask questions must participate in the conference call. Log onto http://investors.gentiva.com/events.cfm to hear the webcast. A replay of the call will be available on September 19 and will remain available continuously through September 26. To listen to a replay of the call from the United StatesCanada or international locations dial (800) 585-8367 or (404) 537-3406 and enter the following PIN at the prompt: 68479531. Visit http://investors.gentiva.com/events.cfm to access the webcast archive. This press release is accessible at http://investors.gentiva.com/releases.cfm and a transcript of the conference call will be posted on the Company's website.
About Gentiva Health Services, Inc.
Gentiva Health Services, Inc. is the nation's largest provider of home health and hospice services based on revenue, delivering innovative, high quality care to patients across the United States. Gentiva is a single source for skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services; social work; nutrition; disease management education; help with daily living activities; and other therapies and services. GTIV-G
Forward-Looking Statements
Certain statements contained in this news release, including, without limitation, statements containing the words "believes," "anticipates," "intends," "expects," "assumes," "trends" and similar expressions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon the Company's current plans, expectations and projections about future events. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the following: economic and business conditions; demographic changes; changes in, or failure to comply with, existing governmental regulations; the impact on our Company of healthcare reform legislation and its implementation through governmental regulations; legislative proposals for healthcare reform; changes in Medicare, Medicaid and commercial payer reimbursement levels; the outcome of any inquiries into the Company's operations and business practices by governmental authorities; compliance with any corporate integrity agreement affecting the Company's operations; effects of competition in the markets in which the Company operates; liability and other claims asserted against the Company; ability to attract and retain qualified personnel; ability to access capital markets; availability and terms of capital; loss of significant contracts or reduction in revenues associated with major payer sources; ability of customers to pay for services; business disruption due to natural disasters, pandemic outbreaks, terrorist acts or cyber-attacks; availability, effectiveness, stability and security of the Company's information technology systems; ability to successfully integrate the operations of acquisitions the Company may make and achieve expected synergies and operational efficiencies within expected time-frames; ability to maintain compliance with its financial covenants under the Company's credit agreement; effect on liquidity of the Company's debt service requirements; and changes in estimates and judgments associated with critical accounting policies and estimates. For a detailed discussion of certain of these and other factors that could cause actual results to differ from those contained in this news release, please refer to the Company's various filings with the Securities and Exchange Commission, including the "Risk Factors" section contained in the Company's annual report on Form 10-K for the year ended December 31, 2012.
Financial and Investor Contact:
Eric Slusser
770-951-6101
eric.slusser@gentiva.com
or
John Mongelli
770-951-6496
john.mongelli@gentiva.com
Media Contact:
Scott Cianciulli
Brainerd Communicators
212-986-6667
cianciulli@braincomm.com

Thursday, August 29, 2013

HIPAA Can Be The Biggest Hurdle In Healthcare M&A

Tony Kong and Matt Sondag, September 2013

The importance of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) is undeniable – protecting an individual’s personal health information is a vital responsibility for any organisation in the healthcare space. Doctors and hospitals (‘covered entities’ in HIPAA lingo) have been doing this for decades, building a trust level with patients. But, for service providers that work with healthcare providers and payers, and especially private equity firms that invest in companies that serve healthcare providers and payers, HIPAA is overwhelmingly complex and, quite frankly, intimidating.

Understanding HIPAA

The Center for Medicaid and Medicare Services (CMS) and Health and Human Services (HHS) established the overall policy and governance for HIPAA. According to CMS, the definition of a Covered Entity (CE) is: (i) a healthcare provider that conducts certain transactions in electronic form (such as claims transactions, electronic prescriptions, and transmitting patient data electronically); and (ii) a healthcare clearinghouse (an organisation that serves and processes EDI transactions, such as claims transactions, eligibility verification, claims status, and remittance vouchers).
Providers and payers have been required to comply with HIPAA regulations since 1996, but in 2009 HIPAA compliance requirements were extended to organisations who are service providers to healthcare providers and payers (Covered Entities) as part of the American Recover and Reinvest Act’s (ARRA) electronic medical record (EMR) initiatives. This was done to provide additional security around patients’ Protected Health Information (PHI) as providers implement EMR systems.
Service providers to covered entities were mandated to sign BAA (Business Associate Agreements) in 2009, therefore making these companies liable under the same HIPAA compliance requirements, and subject to the same level of fines as a covered entity.

HIPAA has been around for years: what’s changed?

In 2012, the HIPAA governing body, HHS, spent $12m to hire a consulting firm to conduct ‘pilot’ compliance audits with covered entities. A year later, the HHS tripled its spend to $40m to audit a larger number of covered entities and business associates. The fines for violations discovered during the audits range from $50,000 up to $1.5m.
During the 2012 audits, one of the most common violations was a lack of encrypted laptops, desktops, tablets and smartphones. It’s an addressable requirement, which means you either have to do it or have a good reason for not doing it (and, therefore, have an equivalent, alternative protection in place). It’s a very low cost item and straightforward to implement, but often ignored.
In one recent case, an employee’s mobile device was stolen in a bar, which triggered an investigation and led to an initial fine of $25,000 due to: (i) failure to have adequate HIPAA compliance policies and procedures as administrative safeguards; (ii) failure to complete HIPAA security training for their staff; (iii) failure to implement access controls as physical safeguards; and (iv) failure to encrypt the information on the device or have an equivalent protection.
However, follow-up audits showed they continued to be out of compliance so the maximum fine of $1.5m was levied against the organisation. These fines are real and companies are feeling monetary pain.

Implement safeguards now to avoid costly penalties later

Private equity firms are, in a sense, two degrees removed from any patient interaction. And yet, if HIPAA isn’t top of mind, it can derail a deal or put your portfolio company in the red. So, how can private equity firms understand the intricacies of what constitutes protected health information, what safeguards need to be in place, and how to manage these controls on an ongoing basis? Without teams and compliance experts on staff, who takes ownership?
Smart private equity firms should implement simple safeguards to protect their investments, as outlined below.
Do your homework early.Conduct a thorough HIPAA due diligence and technical vulnerability scan analysis prior to a transaction to understand your target company’s HIPAA readiness in case of an audit. An initial investment in this readiness review can mitigate your risk and potential fines for gaps discovered during subsequent audits. Evaluate and select the right resources to address the administrative, physical and technical controls required and implement them effectively.

Put it in writingMake sure that HIPAA compliance policies are documented and communicated effectively.
Get everyone on the same page.Conduct training with staff so they understand the importance of HIPAA compliance, as well as the severe penalties associated with non-compliance.
Lock up your devices.Implement access controls for all systems that contain PHI; this includes encrypting all technology in case of loss or theft. With the growth and remote use of mobile devices, tablets, and laptops by employees, this is one of the biggest vulnerabilities to all companies regardless of size. In addition to ensuring encryption of these devices, CIOs, at a minimum, must: (i) have written device security policies and procedures; (ii) hold annual device training sessions with all employees; and (iii) implement system tools and procedures to enforce compliance with these policies and procedures.

Through our work with clients and work on M&A transactions, we have yet to encounter a single mid-market organisation that is fully confident it is ready for a random audit. The frequency of audits is increasing, as are the fines associated with violations, meaning that HIPAA HITECH compliance continues to be a thorn for many companies, especially those under $100m in revenue.
If you are evaluating a new deal or an existing portfolio company that is a business associate to covered entities, you should consider investing in a HIPAA readiness assessment and a technical vulnerability scan analysis.

This will determine the current state of the company’s HIPAA readiness, and serve as a preparatory exercise in the event of a random audit. Often, a readiness review acts as a catalyst for the company to spring into action and prioritize the work needed to address any gaps in administrative, physical and technical controls.

http://www.financierworldwide.com/article.php?id=11061

Tuesday, July 30, 2013

Community Health to buy Health Management for $3.9 billion

(Reuters) - U.S. hospital chain Community Health Systems Inc said on Tuesday that it would buy smaller Health Management Associates Inc for $3.9 billion to increase its base during the overhaul of the country's healthcare system.
Both companies' hospitals are primarily in smaller cities and rural areas. Health Management has a strong presence in the U.S. Southeast, including Florida. Community Health is the second-largest for-profit chain behind HCA Holdings Inc .
Community Health said that based on Monday's share prices, it would pay $13.78 per share in cash and its own stock. The deal would give Health Management shareholders a 16 percent stake in the new company and an additional contingent value right worth up to $1 per share.
Health Management shares fell 6.9 percent to $13.89 before the market opened, while Community Health rose 2.4 percent to $48.35.
The contingent value right payment depends on the outcome of certain legal proceedings, the companies said in the statement, but they did not provide further details and were not immediately available for comment.
Health Management cut its earnings outlook in April, citing weak patient admissions. The company in December was the subject of a "60 Minutes" television news story that described aggressive policies aimed at increasing admissions. Health Management denied the allegations.
In its first-quarter financial filing, Health Management said it had received a subpoena from the U.S. Securities and Exchange Commission for documents involving accounts receivable, billing write-downs, contractual adjustments, reserves for doubtful accounts, and revenue.
In a separate statement in which Health Management forecast second-quarter earnings of 10 cents to 11 cents a share due to weak hospital admissions, it said that it received additional subpoenas from the U.S. Department of Health and Human Services about emergency room operations that supplemented ones received in 2011. It also received an additional subpoena on physician relationships.
Health Management also had faced a looming proxy fight with hedge fund Glenview Capital Management, which wanted to replace the entire board. In June, Health Management said it had hired Morgan Stanley and law firm Weil, Gotshal and Manges to consider its response to Glenview's campaign.
Glenview, which owns 14.6 percent of Health Management, said in a June letter to the hospital operator that there was "significant room for improvement" at the company, which it said had fallen short in its financial performance for more than a decade.
Health Management Chief Executive Officer Gary Newsome was due to retire at the end of the month. On Tuesday the company said John Starcher would be interim president and CEO.
The Community Health deal is the second major hospital merger agreement in as many months as the companies, faced with declining patient admissions and rising bad debts, struggle to shore up their finances as they await an expected influx of newly insured patients beginning next year under healthcare reform.
Last month, No. 3 hospital chain Tenet Healthcare Corp announced a deal to buy Vanguard Health Systems Incfor $1.73 billion.
Community Health, based in Franklin, Tennessee, on Monday reported a drop in second-quarter profit due to weak admissions and a rise in bad debt.
The boards of both companies have approved the deal, which they expect to close by the end of March.
Community Health said it had a financing commitment from its advisers on the deal, Bank of America Merrill Lynch and Credit Suisse . Kirkland & Ellis also advised the company.
(Reporting by Susan Kelly in Chicago and Caroline Humer in New York; Editing by Gerald E. McCormick, Jeffrey Benkoe and Lisa Von Ahn)

http://news.yahoo.com/community-health-buy-health-management-3-9-billion-111105172.html

Thursday, June 6, 2013

Coventry Health Care, Inc. Announces Offer to Purchase 6.125 Percent Debt Securities for Cash

PRESS RELEASE
June 6, 2013, 4:15 p.m. EDT


HARTFORD, Conn., Jun 06, 2013 (BUSINESS WIRE) -- Coventry Health Care, Inc., a wholly owned subsidiary of Aetna Inc. AET +1.98% , announced today the commencement of a cash tender offer (the "Change of Control Offer") for any and all of its outstanding 6.125 percent senior notes due 2015 (CUSIP No. 222862AF1). The securities are fully and unconditionally guaranteed by Aetna.
The Change of Control Offer is being made pursuant to the indenture governing the securities, which requires Coventry to offer to purchase the securities upon the occurrence of a change of control of Coventry. The merger by which Coventry became a wholly owned subsidiary of Aetna, which was completed on May 7, 2013, constituted a change of control of Coventry under such indenture.
The Change of Control Offer will commence on June 6, 2013, and expire at 5:00 p.m. ET on July 8, 2013 (the "expiration date"). The purchase price to be paid for any securities that are validly tendered and not validly withdrawn pursuant to the Change of Control Offer will be 101 percent of the principal amount of such securities, plus accrued and unpaid interest to the purchase date for the Change of Control Offer, which will be July 10, 2013.
The Change of Control Offer is being made pursuant to an "Offer to Purchase" dated June 6, 2013, which sets forth a more detailed description of the Change of Control Offer, the merger and Aetna's guarantee of the securities. Holders of the securities are urged to read carefully the Offer to Purchase before making any decision with respect to the Change of Control Offer.
In order to receive the purchase price payable pursuant to the Change of Control Offer, holders of the securities must validly tender their securities prior to the expiration date and not validly withdraw their securities prior to the expiration date. Prior to the expiration date, securities tendered may be withdrawn at any time by following the procedures described in the Offer to Purchase.
The obligation of Coventry to accept for purchase and to pay the purchase price and the accrued and unpaid interest on securities purchased pursuant to the Change of Control Offer is not subject to any minimum tender condition.
U.S. Bank National Association (U.S. Bank) is serving as paying agent for the Change of Control Offer. Questions regarding the Change of Control Offer may be directed to U.S. Bank at 1-800-934-6802. Requests for assistance or additional copies of the Offer to Purchase may be directed to Aetna at 1-860-273-1322.
This news release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the securities or any other securities. None of Coventry, Aetna or U.S. Bank makes any recommendations as to whether holders of the securities should tender their securities pursuant to the Change of Control Offer.
About Aetna
Aetna is one of the nation's leading diversified health care benefits companies, serving an estimated 44 million people with information and resources to help them make better informed decisions about their health care. Aetna offers a broad range of traditional, voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental, behavioral health, group life and disability plans, and medical management capabilities, Medicaid health care management services, workers' compensation administrative services and health information technology services. Aetna's customers include employer groups, individuals, college students, part-time and hourly workers, health plans, health care providers, governmental units, government-sponsored plans, labor groups and expatriates. For more information, see www.aetna.com.

Monday, April 29, 2013

Digital Disruption Will Drive Mergers and Acquisitions In 2013


Digital Disruption Will Drive M&A In 2013

by , Apr 23, 2013, 7:00 AM


Read more: http://www.mediapost.com/publications/article/198650/digital-disruption-will-drive-ma-in-2013.html#ixzz2RsyMPf9r

2013 is shaping up as another active year for mergers and acquisitions in the media, communications and entertainment industries as companies scramble to keep up with the consumer shift to digital and mobile technologies.
Digital disruption of the media landscape will continue to drive M&A, partnerships and joint ventures this year.

A new outlook report by PricewaterhouseCoopers outlines five key themes for 2013:

*Consumer demand for bandwidth drives need for spectrum. The communications industry will see continued consolidation this year as a result of growing demand for bandwidth supporting content consumption, social networking and location-based services. In January, AT&T announced a pair of deals worth $2.7 billion to expand its wireless spectrum, while Dish made a $25.5 billion bid to acquire Sprint.

*The race for content. Consumer expectations for ubiquitous viewing require distributors to offer more premium and library content than ever. This has accelerated efforts to license and/or acquire content to keep customers from fleeing to competing services. Disney’s $4.1 billion acquisition of Lucasfilm highlights the trend.

*Cross-border M&A. As U.S. and foreign market players look to meet the demand for content, they are increasingly looking to international markets for acquisition targets. Several overseas broadcasters invested in U.S.-based production companies last year, and PwC expects to see more inbound interest in U.S.-based content. Conversely, China will attract digital and entertainment investors because of its growing online population.

*Non-core divestitures. Businesses are expected to exit non-essential assets as a way to increase profitability and allocate capital to key units. This trend has been especially prevalent in the publishing world, where traditional newspaper and other businesses have been especially hard hit by the digital shift. Tribune Co., for example, hired advisers in February to explore the sale of its newspaper publishing unit.

*Digital blurring line between media and technology. Technological innovations will require media companies to continue experimenting with new business models aligned with changing consumer habits. Key to that effort are new digital metrics designed to be more transparent and available in real-time. But many companies are still learning to collect only the most basic information and generate real value from Big Data.

While the total volume of media and communications deals dipped from 931 to 839 deals in 2012, data compiled by PwC showed that the dollar value of deals jumped to $96.2 billion from $55 billion last year. Even excluding Softbank’s planned $20 billion purchase of Sprint (thrown into question by the recent Dish bid), the deal value in 2012 still rose 38%.

The number of deals in the Internet software and services category increased to 149 from 186, while the total deal value increased to $9.5 billion from $6 billion last year. PwC anticipates that the market for Internet deals will remain active this year, mostly consisting of middle-market transactions.


Read more: http://www.mediapost.com/publications/article/198650/digital-disruption-will-drive-ma-in-2013.html#ixzz2RsyHUIqB