UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
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 |
☒ | Soliciting Material under §240.14a-12 |
CareMax, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
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☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
On June 1, 2022, CareMax, Inc. (“CareMax”) made the following communications in connection with the pending acquisition by CareMax of the Medicare value-based care business of Steward Health Care System:
(i) An email announcement from CareMax CEO Carlos de Solo to CareMax’s employees;
(ii) Frequently Asked Questions document for CareMax’s employees; and
(iii) A post on CareMax’s LinkedIn page.
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Email to Employees from CareMax CEO (Carlos de Solo) on June 1, 2022
Subject: Announcement - CareMax to Acquire Medicare Value-Based Care Business of Steward Health Care System
Dear Team,
I am writing to share exciting news for our company. This morning, we announced an agreement to acquire the Medicare value-based care business of Steward Health Care System in a cash and stock transaction. This is a truly transformative step in the continued growth and evolution of our company, and one that we believe will position us to help redefine healthcare delivery in the U.S. You can read the press release that we issued here CareMax, Inc. to Acquire Medicare Value-Based Care Business of Steward Health Care System.
For those of you not familiar with Steward Health Care, they are a nationally recognized, fully integrated healthcare system, operating 39 hospitals across nine states. CareMax has agreed to acquire Steward’s value-based care network, which spans approximately 170,000 patients and 1,800 providers. In addition, Steward and its affiliated practices service approximately 387,000 Medicare Advantage Fee for Service patients and 482,000 Traditional Medicare Fee for Service beneficiaries. Following the close of the transaction, CareMax’s network will expand to approximately 2,000 providers and reach over 200,000 senior value-based care patients across 10 states.
This transaction builds on our decade of innovation and accelerates our vision to bring our model of whole person health care to more communities than ever before. With the addition of the Steward value-based care business, CareMax will become a leading independent national Medicare value-based care platform.
While this is an exciting and transformative moment for CareMax, please keep in mind that today’s announcement is just the first step in a process. There are approvals to obtain and customary conditions to meet before the transaction officially closes, which we expect to occur late in the third quarter or early in the fourth quarter of 2022. Furthermore, this will have no impact to the day-to-day operations of our physicians, nurses, administrators, clinic teams, operations staff and over one thousand employees that we have working to deliver healthcare with heart to the communities that we serve.
To help answer some of your questions, we have attached an FAQ.
I hope you share my enthusiasm for the opportunities ahead as we define the future state of health care delivery systems. As always, thank you for your dedication to CareMax and unwavering commitment to our patients, providers and health plans.
Sincerely,
Carlos de Solo
CEO, CareMax
Please forward any media, investor, research analyst or other third-party inquiries you receive to Samantha Swerdlin, samantha.swerdlin@caremax.com.
[Legends Included in Original are Excerpted at the End of this DEFA14A Filing]
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Frequently Asked Questions distributed to Employees on June 1, 2022
Employee FAQ – Steward Transaction
[Legends Included in Original are Excerpted at the End of this DEFA14A Filing]
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The following communication was shared by CareMax on its LinkedIn page on June 1, 2022:
LinkedIn: We’re excited to announce CareMax has agreed to acquire the Medicare value-based care business of Steward Health Care System. This new addition will expand our comprehensive healthcare delivery system to improve overall health outcomes for senior patients. Following the close of the transaction, which is subject to customary closing conditions, CareMax’s network will expand to approximately 2,000 providers and reach over 200,000 senior value-based care patients, creating one of the largest independent senior-focused value-based care platforms in the U.S. across Medicare Advantage, DCE/ACO REACH and MSSP.
“We are excited to announce the acquisition of Steward’s Medicare value-based care business, which will enable us to significantly accelerate our growth by bringing CareMax’s best-in-class, proprietary value-based care model to the communities in which Steward’s value-based care business operates. We plan to deploy our current MSO model, which we’ve been operating since 2011, to improve quality of care, health outcomes and wellbeing for seniors across eight states, while reducing overall healthcare costs,” said Carlos de Solo, Chief Executive Officer of CareMax.
To learn more about this announcement, and for important information regarding the CareMax/Steward Health Care System transaction, participants in the solicitation, visit: https://bit.ly/3NbfLQX
Additional Information and Where to Find It
In connection with the proposed transaction, CareMax intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement. A proxy statement will be sent to all CareMax stockholders. CareMax will also file other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CAREMAX ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain (if and when available) free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by CareMax through the website maintained by the SEC at www.sec.gov or through CareMax’s website at www.caremax.com.
Participants in the Solicitation
CareMax, Inc., Steward Health Care, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from CareMax’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of CareMax, Inc. is set forth in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on May 2, 2022. Other 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.
Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important risks and uncertainties that could cause the Company's actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others: (i) the timing to consummate the proposed transaction; (ii) the risk that a condition to closing of the proposed transaction may not be satisfied and the proposed transaction may not close; (iii) the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; (iv) the risk that a sufficient number of shares of the Company’s common stock are not voted in favor of the proposed transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vi) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results, and business generally; (vii) risks that the proposed transaction disrupts current operations of the Company and potential difficulties in Company employee retention as a result of the proposed transaction; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement
or the proposed transaction; (x) the amount of the costs, fees, expenses and other charges related to the proposed transaction; (xi) the Company’s ability to integrate acquired businesses, including the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction and (xii) the failure to realize anticipated benefits of the proposed transaction or to realize estimated pro forma results and underlying assumptions. For a detailed discussion of the risk factors that could affect the Company's actual results, please refer to the risk factors identified in the Company's reports filed with the SEC. All information provided in this communication is as of the date hereof, and the Company undertakes no duty to update or revise this information unless required by law, and forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
