GUIDEWELL CONTACTS Thurman Justice EVP and Chief Financial Officer (904) 905-5085 Farley Kern Chief Communications Officer
Farley.Kern@bcbsfl.com (312) 213-9811 TRIPLE-S CONTACTS Victor J. Haddock-Morales EVP and Chief Financial Officer (787) 749-4949 Garrett Edson ICR (787) 792-6488 Privacy Policy
This is the transcript of one of the videos on the website.
I’m Pat Geraghty, president and CEO of GuideWell and Florida Blue.
I’m thrilled to share that GuideWell, parent company of Florida Blue, is acquiring Triple-S Management Corporation, the Blue Cross Blue Shield plan and largest health insurance company in Puerto
Rico.
At GuideWell, we’re a health solutions enterprise committed to transforming health care for our members and driving forward our mission of helping people and communities achieve better health. We are
deeply committed to increasing access to high-quality and affordable care for all.
Florida Blue and Triple S have complementary capabilities, cultures and expertise. Joining forces will strengthen Florida Blue’s ability to grow in the Medicare Advantage segment and in the rapidly
growing Puerto Rican and Hispanic segments across Commercial markets given Triple S’s strengths in both areas.
We are committed to improving key drivers of health through innovative models of care, and will work together to launch culturally relevant solutions, especially for Florida’s rapidly growing Puerto
Rican and Hispanic populations.
As health care costs continue to rise, our expanded scale and reach will enable us to address affordability and continue to invest in accessible, effective health solutions. We believe bringing
together our mission-driven, community-focused teams will drive great outcomes for the communities we serve in Florida and Puerto Rico.
We look forward to what we’ll be able to build on together to create healthier communities and increase access to affordable solutions.
This is the transcript of one of the videos on the website.
I’m Bobby Garcia-Rodriguez, president and CEO of Triple-S Management Corporation.
On behalf of the entire Triple-S team, I want to express how excited we are to join forces with GuideWell. In addition to creating significant value for Triple-S shareholders,
this combination will allow us to build on our local expertise, legacy and complementary strengths to become an even stronger partner to our members and communities.
Triple-S serves more than a million consumers in Puerto Rico, where we are the Blue Cross and Blue Shield plan and the largest health insurance company. Like GuideWell, we are a
leader in high-quality, affordable health care, and we are committed to promoting accessible care and services for all.
We are confident that with GuideWell, Triple-S will be well positioned to achieve our strategic goals, improve health care outcomes and expand access – all of which is aligned
to the Triple-S aim. Following the completion of the transaction, there will be opportunities for Triple-S to leverage capabilities and expertise from across the GuideWell family of companies.
It’s also important to note that GuideWell shares our belief that local teams, with deep understanding of the local market and needs, are critical to success in the Puerto Rican
market. To that end, I can assure you that Triple-S’s providers, members and community partners will continue to work with the Triple-S staff they know and trust.
In short, this is a great outcome for Triple-S shareholders, for our companies, and for our communities. We look forward to working closely with the GuideWell family to drive
improved health outcomes, affordability, access and health equity in Puerto Rico and beyond.
Forward-looking Statements
Certain statements contained in this communication are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future, not past or historical events. Without limiting the foregoing,
the words “anticipate(s),” “believe(s),” “estimate(s),” “expect(s),” “feel(s),” “forecast(s),” “intend(s),” “may,” “potential,” “plan(s),” “predict(s),” “project(s),” “seek(s),” “should,” “would,” “will,”
and similar expressions (including the negative thereof) are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is
not forward-looking. Triple-S Management Corporation (“Triple-S”) intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act.
Although Triple-S believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions when made, there is no assurance that such assumptions are correct or that
these expectations will be achieved. Assumptions involve important risks and uncertainties that could significantly affect results in the future. These risks and uncertainties include, but are not limited
to, the risk that Triple-S fails to obtain the required vote of Triple-S’s shareholders; the risk of a significant delay in consummating the proposed transaction; the risk that a condition of closing of
the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the risk that a regulatory approval or a Blue Cross and Blue Shield Association
approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the impact of COVID-19 on global markets, economic conditions, the
health care industry and our results of operations, which is unknown, and the response by governments and other third parties; the inability to predict and effectively manage health benefits and other
operating expenses and reserves, including fluctuations in medical utilization rates due to the impact of COVID-19; changes in federal or state laws or regulations, including changes with respect to
income tax reform or government healthcare programs; disasters or epidemics; provider, territory, state, federal, foreign and other contract changes and timing of regulatory approval of contracts; the
outcome of legal and regulatory proceedings; the diversion of management time on transaction-related issues; risks related to disruption of management time from ongoing business operations due to the
proposed transaction; the risk that potential litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of
defense, indemnification or liability; unexpected costs, charges or expenses resulting from the proposed transaction; the risk that any announcements relating to the proposed transaction could have
adverse effects on the market price of the common stock of Triple-S; and the risk that the proposed transaction and its announcement could have an adverse effect on Triple-S’s ability to contract with
providers and retain and hire key personnel; as well as risk factors listed from time to time in Triple-S’s filings with the Securities and Exchange Commission (the “SEC”). Triple-S cautions readers not
to place undue reliance on any such forward-looking statements, which speak only as of the date made. Triple-S disclaims any obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Additional Information and Where to Find It
This communication relates to a proposed transaction between Triple-S and GuideWell Mutual Holding Corporation (“GuideWell”). In connection with this proposed transaction, Triple-S may file one or more
proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document Triple-S may file with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF TRIPLE-S ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Triple-S. Investors and security holders will be able
to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Triple-S through the website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by Triple-S will be available free of charge on Triple-S’s internet website at https://investors.triplesmanagement.com or by contacting Triple-S’s primary investor relations contact by
email at investorrelations@ssspr.com or by phone at (787)749-4949. Copies of documents filed with the SEC by GuideWell will be made available free of charge on GuideWell’s website at www.guidewell.com.
Participants in Solicitation
Triple-S, GuideWell, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers of Triple-S is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on
February 26, 2021, its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 18, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current
Reports filed on Form 8-K. Information about the directors and executive officers of GuideWell is set forth on its website at www.guidewell.com/who-we-are.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
GuideWell Contacts
Thurman Justice
EVP and Chief Financial Office
(904) 905-5085
Farley Kern
Chief Communications Officer
Farley.Kern@bcbsfl.com
(312) 213-9811
Triple-S Management Contacts
Victor J. Haddock-Morales
EVP and Chief Financial Officer
(787) 749-4949
Garrett Edson
ICR
(787) 792-6488