Healthways Files Investor Presentation Details Strategic Transformation into #1 Independent Population Health Management Company Highlights Value Proposition of Comprehensive Well-Being Solutions Demonstrates Healthways’ Progress Towards Sustained Profitable Growth Details How North Tide Capital’s Proposals and Nominees Would Derail Healthways Momentum Business Wire NASHVILLE, Tenn. -- May 8, 2014 Healthways (NASDAQ: HWAY) (the “Company”), the largest independent global provider of well-being improvement solutions, today announced that it has filed an investor presentation with the Securities and Exchange Commission (the “SEC”) in connection with the Company’s Annual Meeting of Stockholders to be held on June 24, 2014. The full presentation can be viewed on the investor section of the Company’s website. The presentation details why Healthways stockholders should vote FOR the Company’s four independent and highly qualified Board nominees to continue Healthways strong momentum toward sustained profitable growth. The presentation includes details on: *Healthways’ transformation into the #1 independent population health management company; *Healthways’ approximately $50 billion total addressable opportunity in the attractive and growing population health management market; *Recent results and customer wins, underpinning Healthways’ expectations of generating double-digit top-line growth while realizing significant operating leverage; *The significant, relevant and complementary skills sets of its independent Board; and *Healthways’ strong belief that North Tide’s analysis is deeply flawed and its nominees and proposals would derail Healthways’ momentum and destroy shareholder value. Included in the presentation are letters sent to Healthways from the CEOs of major customers, which are examples of customers who support the Company and are concerned about North Tide’s agenda. Copies of the letters can be found in the appendix of the presentation and excerpts are below: HMSA BlueCross BlueShield of Hawaii – March 2014 (excerpt) “We are pleased to have had the opportunity to grow our relationship as Healthways has transformed from those early roots to a company that we now believe is in the best position to provide care management and wellness services to our more than 730,000 members. “We have obviously read media reports regarding criticisms from one of your shareholders regarding Healthways’ strategy and management and that shareholder’s plan to initiate a proxy contest at your upcoming annual meeting. We are concerned that a change in strategic direction or management at Healthways would disrupt the strong, cohesive working relationship we have built over the last three years and the effective implementation of the services under our agreement. “With the benefit of several years’ experience working closely with your management team to implement our contractual services, we believe even more strongly that this is the right team to execute on the objectives contemplated by our contract.” - Michael A. Gold, President & CEO CareFirst BlueCross BlueShield – March 2014 (excerpt) “We have been watching with interest and concern the public information regarding challenges to Healthways’ business model and management team by a small activist shareholder group. We certainly hope this does not threaten our longstanding relationship with and belief in Ben Leedle and the Healthways management team. As you know, we made our own investment in Healthways based on this belief and longstanding relationship. “Each time I review progress with the team, I come away convinced that, were it not for the partnership we have and the understanding shown by Ben and his management team, the scale and quality of the program we now have would simply be impossible. We are seeing sharp drops in in-patient admissions, readmissions and emergency room visits and, while it is impossible to determine all the cause and effect relationships, it is apparent to us that the chronic care coordination program that we are carrying out with Healthways as our partner is having a material effect. “My purpose in writing, as I said at the outset, is simply to convey the importance of our partnership and our concern that neither the course we are pursuing together nor the management team with whom we work (and depend on) will be diverted or derailed.” - Chet Burrell, President & CEO The Healthways Board of Directors, said, “We appreciate the stockholder and customer support we and our management team are receiving as we seek support for the election of our exceptional Board nominees. With Healthways’ transformation-related investments complete, we now have a scalable platform that is creating significant operating leverage as revenue grows. The Company’s recent results, including a third consecutive quarter of sequential revenue increases, underscore that we have the right strategy and strong momentum to support our expectation that the Company is progressing well towards sustained profitable growth. “In contrast, we believe North Tide’s short-sighted and ill-informed proposals are deeply flawed and electing their slate of nominees would derail the Company’s momentum and destroy value. Their nominees, only one of whom has served as an independent director on a public company board, lack relevant healthcare experience, including zero involvement at a value-based reimbursement program company like Healthways. Their agenda of selling or shutting down vital company assets, such as SilverSneakers, and replacing our critical management team illustrate that they do not understand our business or industry.” Healthways intends to begin soliciting votes and communicating with stockholders as soon as proxy materials are filed with the Securities and Exchange Commission. Stockholders may receive materials, in the mail or otherwise, from North Tide. The Healthways Board notes that stockholders are not required to take any action at this time and strongly recommends that stockholders defer making any voting decisions until they receive definitive proxy materials from the Company. JP Morgan Chase & Co. is acting as financial advisor to Healthways, and Bass, Berry & Sims PLC is providing legal advice. Important Additional Information The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Company's 2014 annual meeting of stockholders. The Company has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the "SEC") in connection with any such solicitation of proxies from Company's stockholders. When completed, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to the Company’s stockholders. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials to be filed with the SEC in connection with the Company's 2014 annual meeting of stockholders. Information regarding the direct and indirect beneficial ownership of the Company's directors and executive officers in the Company's securities is set forth in the proxy statement and other materials to be filed with the SEC in connection with the Company’s 2014 annual meeting of stockholders. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of our corporate website at www.healthways.com. Forward-Looking Statements This press release contains forward-looking statements, which are based upon current knowledge, assumptions, beliefs, estimates and expectations, involve a number of risks and uncertainties, and are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief, or expectations of the Company, including, without limitation, all statements regarding the Company's future earnings and results of operations, and can be identified by the use of words like "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan," or "continue" and similar expressions. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary from those in the forward-looking statements as a result of various factors, including, but not limited to, the effectiveness of management's strategies and decisions; the costs and management distraction attendant to a proxy contest; the Company's ability to sign and implement new contracts for its solutions; the Company's ability to anticipate change and respond to emerging trends in the domestic and international markets for healthcare and the impact of the same on demand for the Company's services; the Company's ability to renew and/or maintain contracts with its customers under existing terms or restructure these contracts on terms that would not have a material negative impact on the Company's results of operations; the Company's ability to accurately forecast performance and the timing of revenue recognition under the terms of its customer contracts ahead of data collection and reconciliation; the Company's ability to accurately forecast enrollment and participation rates in services and programs offered within the Company's contracts; the risks associated with data privacy or security breaches, computer hacking, network penetration and other illegal intrusions; the impact of future state, federal and international legislation and regulations applicable to the Company's business, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 on the Company's operations and/or demand for its services; and other risks detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and other filings with the SEC. The Company undertakes no obligation to update or revise any such forward-looking statements. About Healthways Healthways is the largest independent global provider of well-being improvement solutions. Dedicated to creating a healthier world one person at a time, the Company uses the science of behavior change to produce and measure positive change in well-being for our customers, which include employers, integrated health systems, hospitals, physicians, health plans, communities and government entities. We provide highly specific and personalized support for each individual and their team of experts to optimize each participant’s health and productivity and to reduce health-related costs. Results are achieved by addressing longitudinal health risks and care needs of everyone in a given population. The Company has scaled its proprietary technology infrastructure and delivery capabilities developed over 30 years and now serves approximately 68 million people on four continents. Learn more at www.healthways.com. Contact: Healthways Investor Relations Contact: Chip Wochomurka, 615-614-4493 email@example.com or MacKenzie Partners Inc. Mark Harnett, 212-929-5802 or Amy Bilbija, 212-929-5802 or Media Relations Contact: Sard Verbinnen & Co. Andrew Cole, 212-687-8080 or Delia Cannan, 212-687-8080 firstname.lastname@example.org
Healthways Files Investor Presentation
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