UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| ¨ | Definitive Additional Materials | |
| x | Soliciting Material under §240.14a-12 | |
Catamaran Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
| (2) | Aggregate number of securities to which transaction applies:
| |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| (4) | Proposed maximum aggregate value of transaction:
| |||
| (5) | Total fee paid:
| |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
| |||
| (2) | Form, Schedule or Registration Statement No.:
| |||
| (3) | Filing Party:
| |||
| (4) | Date Filed:
| |||
The following document was made available to certain management employees of Catamaran Corporation on March 30, 2015 to guide discussions with employees:
Optum Acquisition of Catamaran – Employee FAQ
| Q1: | Why is Optum buying Catamaran? |
Optum decided to propose acquiring Catamaran because our capabilities are impressive and our leadership team has delivered the fastest growth in the industry. The combination of the two companies will create a unique offering in the industry unparalleled by current participants.
The combination of OptumRx and Catamaran will improve value for all customers and will enable clients and individuals to benefit from enhanced services and cost trend management driven by significant technology and resources, greater efficiencies and scale.
Moreover, OptumRx and Catamaran expect to create significant additional value for their combined customer base beyond the efficiencies and scale resulting from integration of their businesses. Joining OptumRx’s unique medical synchronization and information capabilities with Catamaran’s technology leadership and flexible service offering will create innovative value-added offerings for clients and individuals.
The combined company is expected to deliver an innovative and compelling consumer and payer services offering that will link demographic, lab, pharmaceutical, behavioral and medical treatment data to engage individuals to make better decisions as they seek the best, most effective care and improve compliance with pharmaceutical use and care protocols. The creation of a differentiated, channel-agnostic delivery model will provide payers and individuals a broader portfolio of services and a deeper product offering while focusing on managing costs.
Enhanced purchasing and administrative improvements from the combination are expected to drive substantial value, with the majority of those savings directly benefiting clients and individuals through reduced costs for prescriptions and enhanced pharmaceutical services.
Because both companies use the same claims adjudication platform, integration will be simplified. The companies already have many interfaces and areas of connectivity, which will enable us to avoid the impact that would normally occur with this kind of integration.
| Q2: | Why did Catamaran decide to sell to Optum? Did Catamaran consider other strategic alternatives? |
Catamaran’s Board of Directors, with the assistance of its advisors, carefully considered a variety of strategic options and unanimously concluded that this transaction is in the best interests of our shareholders. We have a deep knowledge and understanding of our dynamic and rapidly changing industry. At this point in our evolution, Catamaran believes that this combination is the best path to remaining a viable, long-term competitor with greater scale and stronger capabilities. This combination provides our shareholders immediate and substantial value greater than what Catamaran believes it could achieve in a reasonable time frame on its own.
1
The enhancement of a differentiated, channel-agnostic delivery model will provide payers and individuals a broader portfolio of services and a deeper product offering while aggressively focusing on managing costs.
| Q3: | Do you expect government approval of the combination of the third and fourth largest PBMs without any antitrust concerns? |
The PBM industry is vigorously competitive, with two competitors that will remain larger than the combined Catamaran/OptumRx and with many other rivals. The combination of Catamaran and OptumRx will create the third largest pharmacy services company, which will enable the new entity to be a competitive force in the industry. Combined, Catamaran and OptumRx will be competitively positioned with the current largest participants in the PBM sector. We are well-advised and expect to complete the combination in the fourth quarter of 2015, as planned, subject to satisfaction of customary closing conditions.
| Q4: | How will some of our current clients react? Do you expect Cigna to continue with the remainder of its 10-year exclusive contract with Catamaran? |
We expect the combination of Catamaran and OptumRx will provide significant value to Cigna, just as it will for our other customers. We respect this relationship and look forward to discussing the benefits of this transaction with Cigna, as we will do with all Catamaran’s current business partners.
Optum currently works directly with health plans and payer customers competitive to UnitedHealth – in a variety of roles. Optum has built a strong reputation for reliability and independence in serving their needs. These companies rely on Optum and we expect those relationships to continue because of the tremendous value Optum provides.
| Q5: | Do you expect to lose many Blue Cross Blue Shield plans or other current payer clients because of this acquisition by Optum? |
Optum has extensive experience providing services and solutions to the broad health care marketplace, including health plans and payer customers competitive to UnitedHealthcare, as well as physicians and hospitals that also negotiate contracts with UnitedHealthcare. These companies and care providers rely on Optum and we expect those relationships to continue because of the tremendous value Optum provides.
We expect the combination of Catamaran and OptumRx will create significant additional value to our customers. We expect that our customers will see that joining OptumRx’s unique medical synchronization and information capabilities with Catamaran’s technology leadership and flexible service offering will create innovative value-added offerings for clients and individuals.
Together, our companies will leverage Catamaran’s technology platform with the significant data and analytics capabilities of Optum. The combined company expects to deliver an innovative and compelling consumer and payer services offering that will link demographic, lab, pharmaceutical, behavioral and medical treatment data to engage individuals to make better
2
decisions as they seek the best, most effective care and maintain compliance with care protocols. The creation of a differentiated, channel-agnostic delivery model will provide payers and individuals a broader portfolio of services and a deeper product offering while aggressively focusing on managing costs.
| Q6: | What will be the leadership of the combined company? |
Mark Thierer, currently Chairman & CEO of Catamaran, will be the new CEO of OptumRx, and Tim Wicks, currently CEO of OptumRx, will be the new President of the combined company. Jeff Park, who currently serves Catamaran as Executive Vice President, Operations, will become the Chief Operating Officer for OptumRx. Jeffrey Grosklags, currently Chief Financial Officer of OptumRx, will continue in that role. Over the next several months, Mark, Tim, Jeff, Jeffrey and other leaders of both companies will be determining what the eventual organizational and leadership structure of the newly combined company will be. Until the transaction closes, the current leaders at both companies will continue in their current roles.
| Q7: | Will Catamaran change its name to OptumRx? |
Yes.
| Q8: | Do you expect that there will be employee layoffs at Catamaran? |
OptumRx is looking to grow the combined businesses beyond what either company could accomplish on its own, which we believe will offer new and exciting opportunities to employees of the combined company. While we recognize that there may be overlaps in our businesses, such as the duplication of roles and responsibilities, it is premature to speculate about how this will be addressed and at this time no decisions have been made. The OptumRx and Catamaran leadership teams will be thoughtful about integration. As always, we are committed to treating everyone at Catamaran with dignity and respect, and we will keep employees informed as we move forward with the transition.
| Q9: | If there are employee layoffs, will Catamaran employees be offered a meaningful severance? |
OptumRx has agreed to provide severance to eligible employees, consistent with Catamaran’s severance policy and practices for a transition period following the closing of the transaction.
| Q10: | Will any Catamaran locations be eliminated? Will Catamaran’s headquarters and management move to Minnesota from Illinois? Will construction of new facilities continue in Nevada? |
In the coming weeks, the management teams from both companies will begin to plan the integration and make decisions regarding locations of the combined company. We will keep employees informed as we move forward with the integration.
3
| Q11: | What is the culture at OptumRx? Will it be a good fit with Catamaran? |
We believe our two companies are a good fit for each other. Catamaran will be joining Optum, a young, entrepreneurial and fast-growing technology-enabled services company. Optum’s employees are driven to help the health care system work better for everyone.
Our companies share common values and a strong commitment to protecting and enhancing our customers’ health and wellness. We believe these fundamental similarities will enable integration of the two companies. In addition, combining Catamaran and OptumRx will help to ensure the long-term value and sustainability of both businesses and we look forward to a successful integration.
4
| Q12: | Will this acquisition change the planned Catamaran acquisition of Healthcare Solutions? If not, when will the HCS deal close? |
No. We are committed to completing the acquisition of Healthcare Solutions, which UnitedHealth Group has indicated they support. We are very excited to have HCS join Catamaran and have high expectations for its continued growth and success in the Worker’s Compensation market and the other Specialty Markets where HCS currently competes. We anticipate that the HCS transaction will close in early April, subject to satisfaction of customary closing conditions.
| Q13: | Will any projects or priorities change right away at Catamaran? |
The first priority for Catamaran will be to ensure there is no business disruption and that we continue plans to achieve our 2015 business goals. Each functional executive at Catamaran will be reviewing their priorities and planned activities to determine if any changes are warranted.
It is likely that some currently planned activities will change in light of the acquisition. For example, we will suspend implementing the Employee Engagement Survey process that was scheduled to begin this week. We will also suspend the Culture Initiative work that was to occur between now and June, as we must use that time to plan for the successful integration between Catamaran and OptumRx. Each functional leader will review all activities and if other changes in activities are warranted, they will be communicated to the appropriate people and teams.
| Q14: | What type of communication can we expect moving forward? How can we raise other questions that we have? |
We commit to providing regular communications with employees as new information is known. We will set up theintegrationquestions@catamaran.com email address so that Catamaran employees can submit their questions. We will aggregate the questions on a regular timeframe and address them. We will also communicate information during our regular Manager’s Meetings and Town Hall Meetings.
For now it is business as usual. Everyone should focus on achieving their key business results and delivering exceptional service to our customers.
5
Important Additional Information
This communication is being made in respect of the proposed transaction involving Catamaran Corporation (the “Company”). This communication does not constitute the solicitation of any vote or approval. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”) and applicable Canadian securities regulatory authorities (collectively, the “Canadian Securities Commissions”), including a preliminary proxy circular and proxy statement and a definitive proxy circular and proxy statement. However, such documents are not currently available. The definitive proxy circular and proxy statement will be mailed to the shareholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY CIRCULAR AND PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES COMMISSIONS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders may obtain free copies of the definitive proxy circular and proxy statement, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, at the SEC’s Internet site atwww.sec.gov and are also available electronically on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) atwww.sedar.com. Copies of the documents filed with the SEC and SEDAR by the Company will be available free of charge on the Company’s website via the investor relations section of our website at www.catamaranrx.com under the heading “Investors.” Shareholders of the Company may also obtain a free copy of the definitive proxy circular and proxy statement and the filings with the SEC and SEDAR that will be incorporated by reference in the proxy circular and proxy statement by contacting the Company’s Investor Relations Contact, Tony Perkins, at (312) 261-7805.
The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its definitive proxy circular and proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC and the Canadian Securities Commissions on March 27, 2015, its annual report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC and the Canadian Securities Commissions on March 2, 2015, and in subsequent documents filed with the SEC and SEDAR, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the shareholders of the Company and a description of their direct and indirect interests, by share holdings or otherwise, will be contained in the preliminary proxy circular and proxy statement and the definitive proxy circular and proxy statement relating to the proposed transaction and other relevant materials to be filed with the SEC and the Canadian Securities Commissions when they become available.
6
Forward-Looking Statements
Certain statements included herein, including guidance and those that express management’s objectives and the strategies to achieve those objectives, as well as information with respect to the Company’s beliefs, plans, expectations, anticipations, estimates and intentions, constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause our actual financial results, performance, or achievements to be materially different from our estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results with respect to the proposed transaction to differ materially from those in the forward-looking statements, including, without limitation, risks or uncertainties associated with: the failure to obtain shareholder approval in a timely manner or otherwise; the risk that regulatory or other approvals required for the transaction are not obtained or are obtained subject to conditions that are not anticipated; the possibility that the proposed transactions will not close, including by any failure to satisfy closing conditions or a termination of the arrangement agreement; risks that the businesses of Catamaran and Optum will not be integrated successfully or that the combined companies will not realize estimated cost savings; failure to realize the anticipated cost savings, synergies and other benefits of the combined operations of Catamaran and Optum; unanticipated difficulties or expenditures relating to the proposed transaction; legal proceedings that may be instituted against Catamaran, Optum and others following announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; ability to hire and retain key personnel; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including customers, employees and other business partners; and the ability to attract new customers and retain existing customers in the manner anticipated.
The foregoing list of factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Other factors that should be considered are discussed from time to time in Catamaran’s filings with the SEC, including the risks and uncertainties discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and subsequent Form 10-Qs, which are available at www.sec.gov. Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Catamaran or persons acting on our behalf are expressly qualified in their entirety by this notice. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS COMMUNICATION REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
7
