December 4, 2022

CVS Wellbeing to purchase Signify Health and fitness

Advances very long-phrase method by supplying platform for progress in worth-dependent treatment

WOONSOCKET, R.I., DALLAS and NEW YORK, Sept. 5, 2022 /PRNewswire/ — CVS Wellness (NYSE: CVS) and Signify Wellbeing (NYSE: SGFY) (“Signify”) have entered into a definitive settlement below which CVS Health and fitness will receive Signify Wellbeing for $30.50 for each share in income, representing a whole transaction value of close to $8 billion.

Signify Health is a leader in Wellness Possibility Assessments, value-centered treatment and provider enablement. With a network of a lot more than 10,000 clinicians throughout all 50 states and a nationwide benefit-dependent company network, mixed with its proprietary analytics and technology platforms, Signify Wellness is enhancing affected individual engagement, individual outcomes and treatment coordination for stakeholders across the wellness treatment method. Signify Health’s clinicians and suppliers can have an even higher influence by participating with CVS Health’s one of a kind selection of belongings and connecting individuals to treatment how and when they require it.

“Signify Well being will play a crucial position in advancing our overall health treatment solutions tactic and gives us a system to speed up our advancement in worth-centered care,” explained CVS Wellness President and CEO, Karen S. Lynch. “This acquisition will enhance our link to customers in the home and allows vendors to greater address affected person requires as we execute our vision to redefine the health treatment expertise. In addition, this combination will strengthen our potential to broaden and establish new product or service choices in a multi-payor strategy.”

Signify Health’s network of clinicians medical professionals, nurse practitioners and physician assistants benefit from house-dependent visits to identify a patient’s clinical and social wants, and then link them to suitable adhere to-up care and neighborhood-based sources in purchase for the affected person to have a far more related, helpful care working experience. In 2022, Signify Health’s clinicians count on to join with virtually 2.5 million unique associates in the dwelling, both equally in-man or woman and almost, and on typical they commit 2.5 instances longer with a affected person in the residence than providers expend in the average primary treatment office go to.

Notably, because getting Caravan Wellbeing in March 2022, Signify Overall health has even more expanded its emphasis on worth-dependent care and populace health. Today, Caravan is currently a lover to above 170 vendors participating in accountable care companies (ACOs) serving Medicare beneficiaries with a emphasis on strengthening the wellness of underserved communities. Signify Health not too long ago announced that its ACOs generated more than $138 million in gross savings in 2021, and in 2023 the Caravan company is anticipated to provide ACOs symbolizing around 700,000 folks rivaling a lot of standalone platforms. As portion of CVS Well being, Signify Health and fitness will go on to advance its comprehensive principal care enablement capabilities, which includes turnkey analytics, community, and apply advancement alternatives, to aid vendors transition to worth-based reimbursement and enhance high-quality of care.

“Signify Health’s mission is to develop trusted interactions to make persons healthier by utilizing actionable intelligence to have an understanding of what is actually truly impacting outcomes and cost right now,” explained Kyle Armbrester, CEO of Signify Well being. “As we carefully regarded our lengthy-term strategic selections, we determined that CVS Health and fitness is the great companion, offered its target on expanding entry to well being expert services and helping buyers navigate to the ideal web pages of care. We are the two setting up an integrated encounter that supports a far more proactive, preventive and holistic tactic to patient care, and I glance ahead to executing on our shared vision for the foreseeable future of care shipping and delivery.”

“We formed Signify Health and recruited Kyle and the workforce to make a strategic innovation platform focused on leveraging engineering as a catalyst for connecting crucial health and fitness treatment stakeholders to generate improved client outcomes,” stated Matt Holt, Chairman of the Board, Signify Health and President of Non-public Equity and Managing Director at New Mountain Money, which owns a bulk stake in Signify Overall health. “Jointly with CVS Wellness, Signify is uniquely positioned to carry on to direct the transformation to worth-based care. We glimpse ahead to the sizeable effects this transaction will make on wellbeing care for a long time to appear.”

Pursuing the close of the transaction, Kyle Armbrester will continue on to guide Signify Overall health as part of CVS Overall health. Signify Health’s considerable network of more than 50 health approach clientele and their members will even further increase CVS Health’s longstanding and foremost giving of payor-agnostic alternatives for a various set of wellness prepare and employer clients.

Transaction particulars

CVS Wellbeing will purchase Signify Health’s inventory for $30.50 for each share. CVS Wellness expects to fund the transaction with present hard cash from its balance sheet and offered means and is dedicated to protecting its present-day credit score ratings. The transaction was accepted by the Board of Administrators at every of the respective organizations. It is subject to acceptance by a the greater part of Signify Health’s stockholders, receipt of regulatory approval and satisfaction of other customary closing conditions. Personal fairness money affiliated with New Mountain Funds, which owns about 60% of the typical stock of Signify Overall health, have agreed to vote the shares they personal in favor of the transaction, subject matter to customary exceptions. CVS Well being and Signify Well being foresee that the transaction will near in the to start with fifty percent of 2023.

“This is a big phase as we continue on to execute on our strategy,” reported CVS Health and fitness Government Vice President and Main Fiscal Officer Shawn Guertin. “We anticipate the acquisition to be meaningfully accretive to earnings and, as a final result, are progressively assured we can accomplish our lengthy-expression adjusted EPS aims as outlined at our Trader Day in December 2021.”

Joint Conference Connect with and Webcast

CVS Wellbeing and Signify Health will keep a joint conference call for analysts and investors on September 6, 2022 at 8:30 a.m. ET. An audio webcast of the meeting call will be broadcast concurrently on the Investor Relations portion of the CVS Overall health web site at investors.cvshealth.com where by it will be archived for a period of one particular year.

Advisors

BofA Securities is serving as economical advisor to CVS Wellness. CVS Health and fitness was encouraged on legal issues by Fried, Frank, Harris, Shriver & Jacobson LLP, Dechert LLP, and McDermott Will & Emery LLP. Goldman Sachs & Co. LLC and Deutsche Financial institution Securities Inc. are serving as monetary advisors to Signify Wellness. Ropes & Grey LLP is performing as Signify Health’s authorized advisor.

About CVS Wellness

CVS Well being is the leading health remedies organization, providing treatment like no one particular else can. We achieve extra persons and increase the overall health of communities across America by our local presence, digital channels and more than 300,000 dedicated colleagues which includes extra than 40,000 medical professionals, pharmacists, nurses and nurse practitioners. Wherever and each time men and women want us, we help them with their overall health no matter if that is managing chronic illnesses, being compliant with their medicines or accessing economical health and fitness and wellness companies in the most practical techniques. We support persons navigate the overall health care procedure and their personalized overall health care by increasing access, lowering prices and remaining a trustworthy spouse for each and every meaningful instant of wellbeing. And we do it all with heart, every and each and every working day. Follow @CVSHealth on social media.

About Signify Health

Signify Overall health is a main overall health treatment system that leverages innovative analytics, technological know-how, and nationwide healthcare provider networks to produce and electric power worth-primarily based payment plans. Our mission is to create dependable interactions to make people today much healthier. Our solutions aid value-based payment packages by aligning economic incentives about results, furnishing tools to health and fitness options and healthcare companies intended to evaluate and deal with danger and determine actionable opportunities for enhanced patient outcomes, coordination, and expense-savings. Through our platform, we coordinate what we imagine is a holistic suite of medical, social, and behavioral companies to handle an individual’s health care demands and avert adverse occasions that push excess cost, all whilst shifting products and services in direction of the house.

CVS Wellbeing Contacts:

Media
T.J. Crawford
212-457-0583
[email protected]

Buyers
Larry McGrath
800-201-0938
[email protected]

Signify Health and fitness Contacts:

Media
Lynn Shepherd
610-613-7263
[email protected]

Investors
Jason Plagman
[email protected]

Cautionary Assertion Regarding Forward-Seeking Statements

The Non-public Securities Litigation Reform Act of 1995 delivers a safe harbor for forward-looking statements made by or on behalf of CVS Wellbeing Corporation (“CVS Overall health”) or Signify Overall health. Statements in this press release that are ahead looking include, but are not confined to, statements concerning the added benefits of the proposed acquisition of Signify Health and the connected integration designs, expected synergies and revenue prospects, anticipated upcoming functioning overall performance and benefits of CVS Well being, the expected management and governance of Signify Health next the acquisition, and the envisioned timing of the closing of the proposed acquisition and other transactions contemplated by the merger settlement. By their nature, all ahead-seeking statements are not guarantees of long term effectiveness or outcomes and are subject to threats and uncertainties that are tricky to forecast and/or quantify. These threats and uncertainties contain, but are not confined to, the incidence of any function, transform or other circumstance that could give rise to the suitable of CVS Health and fitness or Signify Health or equally of them to terminate the merger agreement, together with situations necessitating a get together to pay the other celebration a termination rate pursuant to the merger agreement failure to get hold of relevant regulatory or Signify Health and fitness stockholder acceptance in a well timed way or otherwise the threat that the acquisition might not near in the expected timeframe or at all because of to just one or more of the other closing conditions to the transaction not being contented or waived threats connected to the ability of CVS Overall health and Signify Well being to properly integrate the enterprises and reach the anticipated synergies and functioning efficiencies in just the envisioned timeframes or at all and the chance that this kind of integration may be more complicated, time consuming or costly than expected hazards linked to disruption of administration time from ongoing company operations because of to the proposed transaction the danger that any bulletins relating to the proposed transaction could have adverse effects on the market place price tag of CVS Health and fitness and Signify Health’s common inventory, credit score ratings or running outcomes the threat that the proposed transaction and its announcement could have an adverse effect on the capability of CVS Wellbeing and Signify Wellness to retain clients and manage relationships with just about every of their small business partners, suppliers and clients and on their functioning final results and firms frequently the threat of litigation and/or regulatory actions associated to the proposed acquisition and other enterprise effects, which include the results of market, marketplace, financial, political or regulatory circumstances. Also, CVS Health’s and Signify Health’s actual final results may differ materially from these contemplated by the forward-searching statements for a variety of more motives as explained in our respective Securities and Trade Commission (“SEC”) filings, like those people established forth in the Danger Things part and under the heading “Cautionary Assertion Concerning Ahead-On the lookout Statements” in our respective most just lately filed Yearly Reviews on Form 10-K, our respective Quarterly Studies on Type 10-Q for our respective next quarters of 2022 and our respective Existing Stories on Variety 8-K.

You are cautioned not to spot undue reliance on CVS Health’s or Signify Health’s ahead-seeking statements. CVS Health’s and Signify Health’s respective ahead-hunting statements are and will be primarily based upon every single company’s management’s then-present views and assumptions with regards to CVS Health’s proposed acquisition of Signify Well being, upcoming situations and working functionality, and are relevant only as of the dates of this sort of statements. Neither CVS Overall health nor Signify Well being assumes any obligation to update or revise forward-wanting statements, regardless of whether as a outcome of new information and facts, potential activities, uncertainties or in any other case.

This push launch could incorporate non-GAAP financial measures that CVS Well being takes advantage of to describe its functionality. In accordance with SEC laws, unless of course said normally herein, you can locate the definitions of these non-GAAP actions, as well as reconciliations to the most right equivalent GAAP steps, on the Trader Relations Assets part of CVS Health’s web page. Non-GAAP money actions ought to not be viewed as a substitute for, or remarkable to, financial measures established or calculated in accordance with GAAP. CVS Health’s definitions of its non-GAAP financial measures may possibly not be similar to likewise titled steps documented by other firms.

Added Details and Where to Uncover It

This conversation is remaining produced in respect to the proposed transaction involving CVS Wellness and Signify Health and fitness. A conference of the stockholders of Signify Health will be declared as instantly as practicable to seek out stockholder acceptance in connection with the proposed transaction. CVS Well being and Signify Well being intend to file pertinent elements with the SEC, which includes the filing by Signify Health and fitness of a preliminary and definitive proxy assertion relating to the proposed transaction. The definitive proxy assertion will be mailed to Signify Health’s stockholders. This press launch is not a substitute for the proxy assertion or any other doc that could be filed by Signify Health with the SEC.

Right before Earning ANY Choice, SIGNIFY Wellness STOCKHOLDERS ARE URGED TO Carefully Read THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (Which include ANY AMENDMENTS OR Health supplements THERETO) AND ANY OTHER Suitable Files Submitted OR TO BE Submitted WITH THE SEC IN Connection WITH THE PROPOSED TRANSACTION OR Integrated BY REFERENCE INTO THE PROXY Statement WHEN THEY Come to be Accessible Since THEY WILL Include Essential Details ABOUT THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at Signify Health’s stockholder conference to approve the proposed transaction or other responses in relation to the proposed transaction must be designed only on the foundation of the data contained in Signify Health’s proxy assertion. You will be in a position to get hold of a free duplicate of the proxy statement and other relevant files (when available) filed by Signify Overall health and CVS Overall health with the SEC at the web-site maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Signify Health’s web-site at https://www.signifyhealth.com or the Investor Resources part of CVS Health’s web page at https://investors.cvshealth.com.

No Give or Solicitation

This push launch is for facts purposes only and is not supposed to and does not constitute, or form portion of, an offer you, invitation or the solicitation of an supply or invitation to obtain, otherwise acquire, subscribe for, sell or usually dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of relevant law. No offer you of securities shall be manufactured besides by means of a prospectus meeting the demands of Section 10 of the Securities Act of 1933, as amended.

Members in the Solicitation

CVS Health and fitness, Signify Well being and certain of their respective administrators and government officers may possibly be deemed to be participants in the solicitation of proxies from Signify Health’s stockholders in connection with the proposed transaction. Data about CVS Health’s administrators and govt officers is contained in CVS Health’s Definitive Proxy Assertion for its 2022 Yearly Assembly of Stockholders filed with the SEC on April 1, 2022. Details with regards to Signify Health’s directors and govt officers, together with a description of their respective direct or indirect passions, by safety holdings or usually, will be integrated in the proxy assertion described higher than. These paperwork (when out there) could be attained totally free of demand from the SEC’s web site at www.sec.gov or by accessing the Trader Relations segment of Signify Health’s web site at https://www.SignifyHealth.com or the Trader Resources part of CVS Health’s web page at https://buyers.cvshealth.com.