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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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1. |
Who is Triple-S Management Corporation?
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Triple-S Management Corporation is Puerto Rico’s Blue Cross and Blue Shield plan, which has the largest membership of any health insurer on the island. Its team serves more than 1 million consumers in Puerto Rico through its Medicare
Advantage, Medicaid, Commercial, Life and P&C businesses.
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Like Florida Blue, Triple-S is committed to ensuring everyone has access to high-quality and affordable care.
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Triple-S is also deeply connected to its communities and shares our respect for the uniqueness of every community served.
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Why is GuideWell acquiring Triple-S? Why now?
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This transaction accelerates GuideWell’s expansion in our core insurance operations and will ideally position both Florida Blue and Triple-S to capture the significant opportunities in their markets, as Puerto Rico’s outlook
strengthens and Florida experiences continued fast-paced growth in its Puerto Rican and Hispanic communities.
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Triple-S and Florida Blue have highly complementary capabilities and expertise. By working together, we believe both companies will be better positioned to address the unique needs of their diverse communities.
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In addition, we operate in a rapidly evolving environment, and overall health care costs continue to rise. By joining forces with Triple-S, we’ll add strength and scale that will enable us to address affordability and continue to
invest in accessible, effective health solutions.
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This means we can be an even stronger partner to our members, customers and communities.
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Does this transaction change GuideWell’s strategy and priorities? What does this mean for our mission?
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This transaction accelerates our strategy and positions us to achieve our goals.
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To reimagine health care, increase access and create healthier communities for our members, we have taken steps to diversify and grow our business, both vertically as a Florida-focused insurer and horizontally as a health solutions
enterprise with an increasingly national footprint. That diversification has taken us from an $8 billion company in 2011 to a $20 billion company in 2020.
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This transaction continues this strategy, advances our mission of helping people and communities achieve better health and will propel our long-term growth.
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By leveraging Triple-S’s complementary capabilities and expertise, we will be better positioned than ever to address the unique needs of our diverse communities.
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How will Triple-S be structured as part of GuideWell?
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Following the completion of the transaction, Triple-S will operate as a wholly owned subsidiary of GuideWell. All Triple-S subsidiaries will become indirect, wholly owned subsidiaries of GuideWell.
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Triple-S will continue to operate as a Puerto Rican company under its current brand, while collaborating with Florida Blue to improve health outcomes for members. The Triple-S management team will continue to lead the company.
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We strongly believe that local teams, with deep understanding of the local population and local needs, are critical to success in Puerto Rico. Triple-S’s providers, members and community partners will continue to work with the Triple-S
staff they know and trust.
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Until the closing of this transaction, GuideWell and Triple-S will continue to operate as independent companies.
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Will this change our reporting structure or day-to-day operations? How will our teams work with Triple-S teams?
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We expect little to no impact for our teams as a result of this transaction.
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Following the transaction close, Florida Blue and Triple-S will work closely, leveraging each other’s expertise to drive improved health outcomes, affordability, access and health equity.
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With that said, the companies will each operate as an independent subsidiary of GuideWell.
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These are early days, but in the coming weeks we’ll be working on integration planning to determine how best to bring our companies together.
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What does this transaction mean for GuideWell employees and employees of GuideWell’s companies? What does this mean for me and my role?
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Until the transaction closes, we will continue to operate independently and there will be no changes to your role or responsibilities.
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Following the closing, we expect little to no impact for our teams as a result of this transaction.
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We’re excited to welcome Triple-S to the GuideWell family.
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How do Florida Blue’s and Triple-S’s cultures compare?
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We are fully aligned from a cultural perspective – our companies are committed to providing services that represent and serve our diverse communities.
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In fact, this alignment was a strong value driver for the transaction.
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This combination is about building on our local expertise, our legacies and our complementary strengths to become an even stronger partner to our customers and communities.
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What happens with current vacancies and budget decisions for 2021-2022?
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Closing is expected in the first half of 2022, so there should be no impact to 2021 operations.
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GuideWell is diligent and disciplined about workforce planning and budgets, and we expect to continue with the plan we have already begun to execute as we prepare for 2022.
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What does this mean for hiring?
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GuideWell is diligent and disciplined about workforce planning and budgets, and we expect to continue with the plan we have already begun to execute as we prepare for 2022.
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Will any GuideWell employees be asked to relocate to Puerto Rico as a result of this announcement?
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We do not expect that employees will be asked to relocate as a result of this announcement.
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When does the transaction close and what can I expect between now and then?
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We expect the transaction to close in the first half of 2022.
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Until then, GuideWell and Triple-S will continue to operate as separate companies.
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The best thing you can do is remain focused on your responsibilities and continue to serve our members, customers and communities.
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What should we tell members, providers or other stakeholders who have questions about this announcement?
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Teams who interact with our members, providers and other stakeholders have received materials to assist them in discussing the transaction and the exciting opportunities it creates.
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You should not discuss the transaction with any external parties unless directed to.
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Can I begin to collaborate with Triple-S employees?
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You should not interact with Triple-S employees unless directed to do so in connection with our integration activities.
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What should I do if I’m approached by an external party about this transaction? What should I tell them?
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If you receive inquiries from the media or other outside parties, please do not comment and forward them immediately to our Chief Communications Officer Farley Kern at Farley.Kern@bcbsfl.com.
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