Business Services Industry
WellCare Announces Filing of Shelf Registration Statement and the Launch of a Public Offering of Common Stock
Business Wire, Feb 27, 2006
TAMPA, Fla. -- WellCare Health Plans, Inc. (NYSE: WCG) announced today that it has filed a shelf registration statement with the Securities and Exchange Commission relating to its common stock, which became automatically effective upon filing.
WellCare also announced that it has commenced a public offering of 4,850,000 shares of common stock, of which 500,000 shares are expected to be sold by WellCare and 4,350,000 shares are expected to be sold by certain selling stockholders (as identified in the prospectus supplement). WellCare and the selling stockholders also expect to grant the underwriters, on a pro rata basis, an option to purchase up to 727,500 additional shares, solely to cover over-allotments, if any. WellCare will not receive any proceeds from the sale of shares of common stock by the selling stockholders.
Morgan Stanley and Goldman, Sachs & Co. are acting as joint book-running managers and Lehman Brothers and Wachovia Securities as co-managers for the offering. The offering is being made only by means of a prospectus, copies of which may be obtained from Morgan Stanley & Co. Incorporated, 180 Varick Street, New York, New York 10014, Attention: Prospectus Department, by calling 212-761-6775 or by emailing prospectus@morganstanley.com or from Goldman, Sachs & Co., Attention: Prospectus Department, 85 Broad Street, New York, New York 10004, by calling 212-902-1000 or by emailing prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be a sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About WellCare Health Plans, Inc.
WellCare Health Plans, Inc. provides managed care services targeted exclusively to government-sponsored healthcare programs, focusing on Medicaid and Medicare. Headquartered in Tampa, Florida, WellCare offers a variety of Medicaid and Medicare plans, including health plans for families, children, the aged, blind and disabled and prescription drug plans, currently serving over 1.4 million members nationwide.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this release which are not historical fact may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). The Company intends such statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "may," "will," "should," "expects," "anticipates," "intends," "plans," "believes," "estimates," "predicts," "potential," "continues" and similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to: the potential expiration, cancellation or suspension of the Company's state or federal contracts; the Company's lack of prior operating history, including lack of experience with network providers and health benefits management in expansion markets, including Georgia; the Company's lack of prior operating history in its PDP plans and potential inability to accurately predict the number of auto-assigned members who will select another plan or the number of members who will affirmatively choose the Company's PDP plans; the Company's ability to accurately predict and effectively manage health benefits and other operating expenses; the potential for confusion in the marketplace concerning PDP programs resulting from, among other things, the proliferation of health care options facing Medicare beneficiaries and the complexity of the PDP offerings, including the benefit structures; the Company's ability to accurately estimate incurred but not reported medical costs; risks associated with future changes in healthcare laws, including repeal or modification of the Medicare Modernization Act of 2003 or any portion thereof; potential reductions in funding for government healthcare programs, including reductions in funding resulting from the escalating costs of prescription drugs; risks associated with periodic government reimbursement rate adjustments, the timing of the CMS risk-corridor payments to PDP providers and the accounting treatment for the PDP program; the Company's ability to develop processes and systems to support its operations and future growth; regulatory changes and developments, including potential marketing restrictions or sanctions and premium recoupment; potential fines, penalties or operating restrictions resulting from regulatory audits, examinations, investigations or other inquiries; risks associated with the Company's acquisition strategy; risks associated with the Company's efforts to expand into additional states and counties; risks associated with the Company's substantial debt obligations; and risks associated with the Company's rapid growth, including the Company's ability to attract and retain qualified management personnel. Additional information concerning these and other important risks and uncertainties can be found under the headings "Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as amended, under the heading "Risk Factors" in the Company's prospectus supplement, filed with the Securities and Exchange Commission on February 27, 2006, and in the Company's periodic reports filed from time to time with the Securities and Exchange Commission, which contain discussions of the Company's business and the various factors that may affect it. The Company specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
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