Humana Receives Antitrust Clearance to Proceed with Pending Acquisition of Metropolitan Health Networks, Inc.

  Humana Receives Antitrust Clearance to Proceed with Pending Acquisition of
  Metropolitan Health Networks, Inc.

Business Wire

LOUISVILLE, Ky. & BOCA RATON, Fla. -- November 28, 2012

Humana Inc. (NYSE: HUM) and Metropolitan Health Networks, Inc. (NYSE: MDF)
today announced that early termination of the waiting period under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended, has been
received in connection with Humana’s previously announced pending acquisition
of Metropolitan.

Completion of the acquisition remains subject to approval by Metropolitan
shareholders and other customary closing conditions.A meeting of the
shareholders of Metropolitan to consider approval of the acquisition is
scheduled to be held on December 21, 2012. The acquisition is expected to
close by the end of the year.

Headquartered in Boca Raton, Fla., Metropolitan is a Medical Services
Organization and coordinates medical care for approximately 87,500 Medicare
Advantage, Medicaid, and other beneficiaries, primarily in Florida, utilizing
a primary care-centric business model.

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 and Metropolitan’s respective SEC filings, as
well as the other information that Humana and Metropolitan 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, neither Humana nor Metropolitan are
undertaking to address or update them in future filings or communications
regarding their respective 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 Humana and
Metropolitan are 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 and Metropolitan advise investors to read the following documents as
filed by the respective companies with the SEC for further discussion both of
the risks they face and their respective 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;
  *Form 8-Ks filed during 2012.

In addition to the foregoing, Metropolitan investors and others are cautioned
that (i) Metropolitan and Humana may not be able to complete the proposed
transaction on the terms contained in the merger agreement,, or at all, due to
a number of factors, including but not limited to as a result of the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement, and Metropolitan will incur
significant fees and expenses regardless of whether the merger is consummated;
(ii) if the merger is not consummated under certain specified circumstances,
Metropolitan may be required to pay Humana a termination fee plus
reimbursement for fees and expenses and (iii) the consummation of the merger
is subject to satisfaction of the closing conditions to the proposed merger,
including approval of the pending transaction by the shareholders of
Metropolitan.

Additional Information about this Transaction

In connection with the pending transaction with Humana, on November 26, 2012,
Metropolitan filed with the SEC a definitive proxy statement and commenced the
mailing of the definitive proxy statement to Metropolitan’s shareholders of
record as of the record date of November 16, 2012. METROPOLITAN URGES
INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT
REGARDING THE PENDING TRANSACTION IN ITS ENTIRETY BECAUSE IT CONTAINS
IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement and
other related documents filed by Metropolitan with the SEC at the SEC’s
website at www.sec.gov. The proxy statement and the other documents filed by
Metropolitan with the SEC may also be obtained for free by accessing
Metropolitan’s website at www.metropolitanhealthnetworks.com and clicking on
the “Investors” link then clicking on the link for “SEC Filings”.

Copies of the proxy statement and Metropolitan’s other filings with the SEC
can also be obtained, free of charge, by directing a request to Metropolitan,
777 Yamato Road, Suite 510, Boca Raton, Florida 33431 Attention: Al Palombo.

Participants in this Transaction

Metropolitan and its directors, executive officers and certain other members
of management and employees may be deemed to be participants in the
solicitation of proxies from shareholders of Metropolitan in favor of the
pending transaction. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
shareholders in connection with the pending transaction is set forth in the
definitive proxy statement filed by Metropolitan with the SEC on November 26,
2012. You can find information about Metropolitan’s executive officers and
directors in its definitive proxy statement filed with the SEC on May 3, 2012.
You can obtain free copies of these documents by directing a request to
Metropolitan, 777 Yamato Road, Suite 510, Boca Raton, Florida 33431 Attention:
Al Palombo.

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 Health Networks, Inc.

Metropolitan 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 35 medical centers and contracts with a network of
independent primary care practices. To learn more about Metropolitan Health
Networks, Inc., please visit its website at
www.metropolitanhealthnetworks.com.

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Contact:

Humana Corporate Communications
Tom Noland, 502-580-3674
tnoland@humana.com
or
Metropolitan Health Networks Corporate Communications
Al Palombo, 561-805-8511
apalombo@metcare.com
 
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