Humana Completes Acquisition of Metropolitan Health Networks, Inc.

Fri Dec 21, 2012 4:10pm EST

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LOUISVILLE, Ky.--(Business Wire)--
Humana Inc. (NYSE: HUM) today announced that it has completed its previously
announced acquisition of Metropolitan Health Networks, Inc. (NYSE: MDF) in a
transaction valued at approximately $850 million plus transaction costs.
Headquartered in Boca Raton, Florida, Metropolitan is a Medical Services
Organization that provides and coordinates medical care for approximately 87,500
Medicare Advantage, Medicaid, and other beneficiaries, primarily in Florida
utilizing a primary care-centric business model. Metropolitan`s integrated care
delivery systems include approximately 35 state-of-the-art primary care medical
centers and a robust network of affiliated physicians serving mainly Humana
members. 

In connection with the closing of this transaction, Metropolitan stockholders
will receive $11.25 per share in cash from Humana for each Metropolitan share
held. Humana will also repay all of Metropolitan`s outstanding debt. 

Humana has financed the transaction primarily through the recent issuance of
senior notes. The company continues to anticipate the transaction to be modestly
accretive to its earnings for the year ending December 31, 2013 (FY13). Humana
expects to update its earnings guidance for FY13 to reflect the closing of the
Metropolitan acquisition in conjunction with its fourth quarter 2012 earnings
release on February 4, 2013. 

Cautionary Statement

This news release includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. When used in investor
presentations, press releases, Securities and Exchange Commission (SEC) filings,
and in oral statements made by or with the approval of one of Humana`s executive
officers, the words or phrases like "expects," "anticipates," "intends," "likely
will result," "estimates," "projects" or variations of such words and similar
expressions are intended to identify such forward-looking statements. These
forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties, and assumptions, including, among other things,
information set forth in the "Risk Factors" section of Humana`s SEC filings, as
well as the other information that Humana may provide with respect to the
pending merger, a summary of which includes but is not limited to the
following:

* If Humana does not design and price its products properly and competitively,
if the premiums Humana charges are insufficient to cover the cost of health care
services delivered to its members, if the company is unable to implement
clinical initiatives to provide a better health care experience for its members,
lower costs and appropriately document the risk profile of its members, or if
its estimates of benefit expenses are inadequate, Humana`s profitability could
be materially adversely affected. Humana estimates the costs of its benefit
expense payments, and designs and prices its products accordingly, using
actuarial methods and assumptions based upon, among other relevant factors,
claim payment patterns, medical cost inflation, and historical developments such
as claim inventory levels and claim receipt patterns. These estimates, however,
involve extensive judgment, and have considerable inherent variability because
they are extremely sensitive to changes in payment patterns and medical cost
trends. 
* If Humana fails to effectively implement its operational and strategic
initiatives, including its Medicare initiatives, the company`s business may be
materially adversely affected, which is of particular importance given the
concentration of the company`s revenues in the Medicare business. 
* If Humana fails to properly maintain the integrity of its data, to
strategically implement new information systems, to protect Humana`s proprietary
rights to its systems, or to defend against cyber-security attacks, the
company`s business may be materially adversely affected. 
* Humana`s business may be materially adversely impacted by CMS`s adoption of a
new coding set for diagnoses. 
* Humana is involved in various legal actions and governmental and internal
investigations, including without limitation, an ongoing internal investigation
and litigation and government requests for information related to certain
aspects of its Florida subsidiary operations, any of which, if resolved
unfavorably to the company, could result in substantial monetary damages.
Increased litigation and negative publicity could increase the company`s cost of
doing business. 
* As a government contractor, Humana is exposed to risks that may materially
adversely affect its business or its willingness or ability to participate in
government health care programs. 
* Recently enacted health insurance reform, including The Patient Protection and
Affordable Care Act and The Health Care and Education Reconciliation Act of
2010, could have a material adverse effect on Humana`s results of operations,
including restricting revenue, enrollment and premium growth in certain products
and market segments, restricting the company`s ability to expand into new
markets, increasing the company's medical and operating costs by, among other
things, requiring a minimum benefit ratio on insured products (and particularly
how the ratio may apply to Medicare plans, including aggregation, credibility
thresholds, and its possible application to prescription drug plans), lowering
the company`s Medicare payment rates and increasing the company`s expenses
associated with a non-deductible federal premium tax and other assessments;
financial position, including the company's ability to maintain the value of its
goodwill; and cash flows. In addition, if the new non-deductible federal premium
tax and other assessments, including a three-year commercial reinsurance fee,
were imposed as enacted, and if Humana is unable to adjust its business model to
address these new taxes and assessments, such as through the reduction of the
company`s operating costs, there can be no assurance that the non-deductible
federal premium tax and other assessments would not have a material adverse
effect on the company`s results of operations, financial position, and cash
flows. 
* Humana`s business activities are subject to substantial government regulation.
New laws or regulations, or changes in existing laws or regulations or their
manner of application could increase the company`s cost of doing business and
may adversely affect the company`s business, profitability and cash flows. 
* Any failure to manage administrative costs could hamper Humana`s
profitability. 
* Any failure by Humana to manage acquisitions and other significant
transactions successfully may have a material adverse effect on its results of
operations, financial position, and cash flows. 
* If Humana fails to develop and maintain satisfactory relationships with the
providers of care to its members, the company`s business may be adversely
affected. 
* Humana`s pharmacy business is highly competitive and subjects it to
regulations in addition to those the company faces with its core health benefits
businesses. 
* Changes in the prescription drug industry pricing benchmarks may adversely
affect Humana`s financial performance. 
* If Humana does not continue to earn and retain purchase discounts and volume
rebates from pharmaceutical manufacturers at current levels, Humana`s gross
margins may decline. 
* Humana`s ability to obtain funds from its subsidiaries is restricted by state
insurance regulations. 
* Downgrades in Humana`s debt ratings, should they occur, may adversely affect
its business, results of operations, and financial condition. 
* Changes in economic conditions could adversely affect Humana`s business and
results of operations. 
* The securities and credit markets may experience volatility and disruption,
which may adversely affect Humana`s business. 
* Given the current economic climate, Humana`s stock and the stock of other
companies in the insurance industry may be increasingly subject to stock price
and trading volume volatility.

In making forward-looking statements, Humana is not undertaking to address or
update them in future filings or communications regarding its business or
results. In light of these risks, uncertainties, and assumptions, the
forward-looking events discussed herein may or may not occur. There also may be
other risks that the company is unable to predict at this time. Any of these
risks and uncertainties may cause actual results to differ materially from the
results discussed in the forward-looking statements. 

Humana advises investors to read the following documents as filed by the company
with the SEC for further discussion both of the risks it faces and its
historical performance:

* Form 10-Ks for the year ended December 31, 2011; 
* Form 10-Qs for the quarters ended March 31, 2012, June 30, 2012, and September
30, 2012 (as amended by the Form 10-Q/A filed on December 4, 2012); 
* Form 8-Ks filed during 2012.

About Humana

Humana Inc., headquartered in Louisville, Kentucky, is a leading health care
company that offers a wide range of insurance products and health and wellness
services that incorporate an integrated approach to lifelong well-being. By
leveraging the strengths of its core businesses, Humana believes it can better
explore opportunities for existing and emerging adjacencies in health care that
can further enhance wellness opportunities for the millions of people across the
nation with whom the company has relationships. 

More information regarding Humana is available to investors via the Investor
Relations page of the company`s web site at www.humana.com, including copies
of:

* Annual reports to stockholders; 
* Securities and Exchange Commission filings; 
* Most recent investor conference presentations; 
* Quarterly earnings news releases; 
* Replays of most recent earnings release conference calls; 
* Calendar of events (including upcoming earnings conference call dates and
times, as well as planned interaction with research analysts and institutional
investors); 
* Corporate Governance information.

About Metropolitan

Metropolitan Health Network, Inc., a subsidiary of Humana Inc., is a growing
health care company that provides and coordinates comprehensive health care
services for Medicare Advantage, Medicaid, and other customers through its
primary care-centric businesses, MetCare of Florida, Inc., Continucare
Corporation, and Symphony Health Partners, Inc. Metropolitan currently owns and
operates approximately 35 medical centers and contracts with a network of
independent primary care practices.

Humana Investor Relations
Regina Nethery, 502-580-3644
Rnethery@humana.com
or
Humana Corporate Communications
Tom Noland, 502-580-3674
Tnoland@humana.com

Copyright Business Wire 2012
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