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. )
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Catamaran Corporation
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The following email was sent from Mark A. Thierer, Chairman and Chief Executive Officer of Catamaran Corporation (“Catamaran”) to Healthcare Solutions, Inc. employees on March 30, 2015:
To: All Healthcare Solutions Employees
From: Mark Thierer
Subject: Catamaran to be acquired by Optum
Good Morning Healthcare Solutions:
This morning we announced that Catamaran has entered into an agreement to be acquired by Optum and will be combined with OptumRx, their pharmacy care services business. This is an exciting opportunity to create a more formidable and dynamic competitor in the PBM market by combining the strengths of our industry-leading technology platform with the unparalleled data and analytics capabilities of Optum. 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. Of note is Catamaran’s long-standing business relationship with Optum; this relationship gives us the confidence that our organizations will offer innovative solutions to move the pharmacy care services market forward. Together, we expect to fulfill over one billion prescriptions, which enables the newly combined company to be a strong competitive force in the industry.
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 clearly 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 remaining a viable, long-term competitor requires continuous greater scale and strong strategic partnerships. This combination provides our shareholders immediate and substantial value greater than what Catamaran could achieve in a reasonable time frame on its own. We also believe joining UnitedHealth Group will provide continuing career opportunities for our employees.
We anticipate the transaction will close in the fourth quarter of 2015, but we will begin our integration planning process right away. I believe there is a great cultural fit between our two companies as well. 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. We 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, and they share our passion for clients and delivering exceptional service.
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This announcement does not change our planned acquisition of Healthcare Solutions. Until the Optum/Catamaran transaction closes, OptumRx and Catamaran remain separate companies and we remain fully committed to completing the acquisition of Healthcare Solutions, which UnitedHealth Group has indicated they support. We remain very excited to bring HCS into Catamaran at this exciting time 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. The integration meetings planned for March 30 – 31 are continuing as planned. We anticipate that the HCS transaction will close in early April, subject to satisfaction of customary closing conditions.
There will likely be some changes regarding the planned HCS integration related to employee benefits, as we expect that HCS employees will remain on their current benefits plans until the time they can be transitioned to the UnitedHealth Group benefit programs. We will continue to move HCS employees onto the Catamaran payroll system in early April.
The attached “Frequently Asked Questions” document will help answer some of the questions you may have about today’s announcement. We are just beginning to work through much of the OptumRx/Catamaran integration details and are committed to providing you additional information as we have it. You can continue to send your questions to ourintegrationquestions@catamaranrx.com email address, and we will regularly send back the answers through your internal communication process.
Finally, we expect increased attention on Catamaran as a result of this announcement. It is important to speak with one voice and we ask that if you receive calls from media to direct them to Lauren Denz at 224-231-2390 orlauren.denz@ctatmaranrx.com. If you receive calls from investors please direct them to Tony Perkins at 312-261-7805 or tony.perkins@catamaranrx.com.
For now it is critical that we maintain our focus on delivering on our 2015 Goals, delivering outstanding service to our clients, and beginning the integration work to successfully bring HCS into the company. I look forward to sharing more updates about this exciting news in the near future.
Regards,
Mark Thierer
Chairman and CEO, Catamaran
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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.
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
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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.
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