Healthways Files Investor Presentation

  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
chip.wochomurka@healthways.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
healthways-svc@sardverb.com
 
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