-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lrtw5PBfnA8bEoQU+c8vwOUcGBIo3BPLjHP1dFjA9NJELI8D6LAFGgz4o5l5A+7j ROoLNlpUe3G6qcYEroQuMw== 0000909518-05-000982.txt : 20051216 0000909518-05-000982.hdr.sgml : 20051216 20051216172226 ACCESSION NUMBER: 0000909518-05-000982 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HEALTH SERVICES INC CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 051270558 BUSINESS ADDRESS: STREET 1: 6950 COLUMBIA GATEWAY STREET 2: STE 400 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4109531000 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 jd12-16_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K ----------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2005 Magellan Health Services, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-6639 58-1076937 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 55 Nod Road Avon, Connecticut 06001 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (860) 507-1900 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 13, 2005, Magellan Health Services, Inc., a Delaware corporation (the "Company"), Magellan Sub Co. I, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), National Imaging Associates, Inc., a Delaware corporation ("NIA"), and TA IX L.P., as representative of the stockholders of NIA entered into an Agreement and Plan of Merger dated as of December 12, 2005 (the "Merger Agreement"), pursuant to which the Company will acquire all of the outstanding shares of NIA. Specifically, on the terms and subject to satisfaction of the conditions provided by the Merger Agreement, Merger Sub will be merged with and into NIA, and NIA will continue as the surviving corporation of the merger as a wholly owned subsidiary of the Company (the "Merger"). As consideration for the Merger, the Company will pay approximately $122 million in cash for the benefit of NIA's stockholders, after giving effect to estimated cash to be acquired in the transaction, as to be determined after the closing of the Merger pursuant to certain working capital adjustment provisions included in the Merger Agreement. A portion of the purchase price is required to be held in escrow for a period after the closing in respect of claims of indemnity the Company may have against NIA for losses sustained for the breach of representations, warranties or covenants made by NIA in or pursuant to the Merger Agreement, subject to certain limitations of time and amount on such indemnity claims. In the Merger Agreement, NIA has made representations and warranties concerning its business and affairs and agreed to covenants concerning the conduct of its business between the signing of the Merger Agreement and the closing of the Merger customary in transactions of a like nature, including, subject to certain exceptions, agreeing (i) to conduct its business in the ordinary course consistent with past practice, (ii) not to engage in certain kinds of transactions significant to its business without the Company's consent, (iii) not to solicit proposals relating to an alternative business combination and (iv) not to enter into discussions concerning or provide information in connection with an alternative business combination. In the Merger Agreement, the Company has also made representations and warranties concerning its affairs customary in transactions of a like nature. Consummation of the Merger is subject to customary conditions, including (i) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other required regulatory approvals and (ii) the absence of any law or order prohibiting the closing of the Merger. The Company's obligation to close the Merger is subject to additional conditions, including (i) the absence of any events having a material adverse effect with respect to NIA's business, (ii) the absence of any litigation with a reasonable likelihood of preventing 2 the closing of the Merger or imposing certain limitations on NIA or the Company after the Merger, (iii) the attainment by NIA of certain material third party consents, waivers and approvals and (iv) the entry by certain members of management of employment agreements with the Company satisfactory to the Company. The Company may waive any of such conditions. NIA has represented that the Merger has received the necessary approval of its stockholders and, accordingly, such approval is not a condition of the Merger. The Company currently expects the Merger to close by the end of February 2006 if not earlier. The Merger Agreement contains certain termination rights for both the Company and NIA customary in transactions of a like nature; NIA is not entitled to terminate the agreement in favor of pursuing an alternative business combination. In addition, the Merger Agreement provides that, upon termination of the agreement under specified circumstances, including termination by the Company after NIA's Board of Directors has endorsed an alternative business combination proposal from any entity other than the Company or its subsidiaries or where the Merger Agreement terminates in certain other circumstances and NIA then enters into an alternative business combination within one year after such a termination, NIA is required to pay the Company a termination fee of $5,000,000 (which fee payment shall not be a limit on any claim of further damages that the Company may have against NIA for breach of the Merger Agreement). ITEM 8.01. OTHER EVENTS. On December 13, 2005, the Company issued a press release announcing the execution of the Merger Agreement and providing guidance regarding its expected earnings performance in 2006, including giving effect to the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Certain of the statements made in this press release including, without limitation, statements regarding the effects of the contemplated acquisition by the Company of NIA, estimates of future financial performance, including revenue, segment profit and earnings per share, sales, product development, expectations concerning future investment and growth, execution of the Company's business strategy, potential future uses of cash, impact of new business and other matters constitute forward-looking statements contemplated under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and are subject to known and unknown uncertainties and risks which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements, including (among others) risk concerning the possible election of certain of the Company's health plan customers to manage the behavioral health care services of their members directly; renegotiation of rates paid to and/or by the Company by customers and/or to providers; higher utilization of behavioral health treatment services by members; delays, higher costs or inability to implement the Company's initiatives; termination or non-renewal of contracts by customers; the impact of new or amended laws or regulations; governmental inquiries and/or litigation; the impact of increased competition on ability to maintain or obtain contracts; the impact of increased competition on rates paid to or by the Company; and other factors. Any forward-looking statements made in this document are qualified in their entirety by the more complete discussion of risks set forth in the section entitled 3 "Cautionary Statements" in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 and in the section entitled "Forward-Looking Statements" in the Company's Form 10-Q for the quarter ended September 30, 2005 and the section entitled "Risk Factors" in the prospectus and prospectus supplement filed with the Securities and Exchange Commission in connection with the November 2005 secondary offering of Company common stock by certain shareholders, each as filed with the Securities and Exchange Commission and posted on the Company's Web site. Segment profit information referred to in this press release may be considered a non-GAAP financial measure. Further information regarding this measure, including the reasons management considers this information useful to investors, is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 and in the Company's Form 10-Q for the quarter ended September 30, 2005. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated December 13, 2005 4 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MAGELLAN HEALTH SERVICES, INC. By: /s/ Mark S. Demilio ------------------------------ Name: Mark S. Demilio Title: Executive Vice President and Chief Financial Officer Dated: December 16, 2005 5 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated December 13, 2005. 6 EX-99 2 jd12-16ex99_1.txt 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- Investor Contact: Melissa Rose 877-645-6464 Media Contact: Erin Somers 410-953-2405 MAGELLAN HEALTH SERVICES TO ACQUIRE NATIONAL IMAGING ASSOCIATES, INC. Acquisition Leverages Magellan Strengths in Rapidly Growing Health Care Segment ------------------ COMPANY PROVIDES 2006 FINANCIAL GUIDANCE - -------------------------------------------------------------------------------- AVON, Conn. - December 13, 2005 - Magellan Health Services, Inc. (Nasdaq:MGLN) today announced that it has signed a definitive agreement to acquire all of the outstanding stock of National Imaging Associates, Inc. (NIA), a privately held radiology benefits management (RBM) firm headquartered in Hackensack, N.J., from its owners for approximately $122 million in cash, after giving effect to estimated cash to be acquired in the transaction. The Company also provided financial guidance for 2006. NIA manages diagnostic imaging services on a non-risk basis for its customers, which include some of the nation's largest health plans, to ensure that such services are clinically appropriate and cost effective. With more than 17 million lives under contract, it is the largest radiology benefits management firm in the country. Radiology is among the fastest-growing areas of health care spending, with estimates of projected annual growth exceeding 20 percent. With ongoing advancements in the field, radiology is increasingly considered an integral component of the non-invasive diagnostic tools available to physicians. Steven J. Shulman, chairman and chief executive officer of Magellan, said, "NIA is the leader in a quickly growing field that plays a significant role in making clinically appropriate and cost-effective use of health care resources. The company has demonstrated a commitment to quality, collaboration with health care providers and operational excellence and has proven its value to many of the nation's most respected health plans. "We are very pleased to add NIA and its capabilities to the Magellan organization," Shulman continued. "As we have consistently stated, one of Magellan's objectives is to drive growth for shareholders by increasing the portion of the health care dollar that we manage beyond that represented by behavioral health care. With the purchase of NIA, Magellan will be expanding into a specialty area that addresses a top priority for health care purchasers - the cost and quality of radiology services. At the same time, we can leverage Magellan's strengths in underwriting, claims payment and provider network management to allow NIA to expand its core product offerings as well as build a risk-based portfolio of customers and significantly increase its revenue potential." -more- MAGELLAN HEALTH SERVICES TO ACQUIRE NATIONAL IMAGING ASSOCIATES, INC. John Donahue, NIA's president and CEO, said, "NIA's association with Magellan provides NIA the opportunity to offer a broader array of services and funding arrangements to our health plan customers and to expand our market to include other purchasers, such as large employers and government agencies. Magellan's financial strength, operational capabilities and long-term customer relationships will be assets to NIA as we expand into risk-based business and continue to enhance our product offerings. I am very pleased that NIA is joining an organization of Magellan's caliber and we are energized at the prospect of working with a seasoned management team with a proven track record in managing specialty health care services." NIA ACQUISITION Under the terms of the agreement, NIA will become a wholly owned subsidiary of Magellan. The net purchase price is estimated at $122 million, after giving effect to cash to be acquired in the transaction. The transaction, which is subject to customary closing conditions, including certain regulatory approvals, is expected to close in the first quarter of 2006. Assuming the transaction closes at the end of February, for the 10 months of 2006 post-acquisition, the Company expects NIA to generate approximately $58 million of revenue and $13 million of segment profit. The Company expects that the acquisition will be accretive to earnings by approximately $0.02 per fully diluted share in 2006, including synergies, which the Company expects to be minimal. Cash flow from operations for NIA during the 10 months is expected to be approximately $9 million. 2006 FINANCIAL GUIDANCE (EXCLUSIVE OF NIA ACQUISITION) The Company also announced that, for fiscal year 2006, excluding the impact of the NIA acquisition, it expects to generate revenues in the range of $1.61 billion to $1.65 billion; net income in the range of $55 million to $71 million; and segment profit in the range of $160 million to $180 million. These results are expected to yield earnings per share in the range of $1.42 to $1.84 on a fully diluted basis for fiscal 2006. Cash flow from operations is expected to be in the range of $131 million to $156 million in 2006, with a net increase in cash, cash equivalents and unrestricted investments of $96 million to $131 million by the end of 2006, not including the impact of the NIA acquisition. See the attached tables detailing the Company's 2006 financial guidance. "As we have said over the past several months, our preferred use of cash is to fund acquisitions that support our growth strategy and NIA is an excellent investment in that regard," Shulman said. "I am very pleased to have reached agreement with NIA and I am very excited that John and his team will be joining the Magellan organization. This transaction is a significant step forward in leveraging our assets and market position for the benefit of our stakeholders and we will continue to identify and evaluate other opportunities to further that objective." CONFERENCE CALL The Company will discuss the acquisition and its 2006 financial guidance in its previously announced conference call to be held this morning at 8:00 a.m. Eastern time. To participate in the call, interested parties should call 1-888-390-4698 and reference the passcode 2006 Guidance and conference leader Steve Shulman approximately 15 minutes before the start of the call. The conference call also will be available via a live Webcast at the investor relations page of Magellan's Web site, www.MagellanHealth.com. -more- MAGELLAN HEALTH SERVICES TO ACQUIRE NATIONAL IMAGING ASSOCIATES, INC. A taped replay of the conference call will be available from approximately 10:00 a.m. Eastern time on Tuesday, December 13, until 12:00 midnight on Tuesday, December 20. The call-in numbers for the replay are 1-800-925-3941 and 1-203-369-3382 (from outside the U.S.). Those who plan to listen to the call and/or Webcast are encouraged to read Magellan's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 3, 2005, including the section entitled "Cautionary Statements," and its Form 10-Q for the quarter ended September 30, 2005, filed with the SEC on October 28, 2005. In addition, listeners are encouraged to read all other 2004 and 2005 reports filed with the Securities and Exchange Commission for material information regarding Magellan's operational and financial results. About Magellan: Headquartered in Avon, Conn., Magellan Health Services, Inc. (Nasdaq:MGLN) is the country's leading specialty health care management organization. Its customers include health plans, corporations and government agencies. Cautionary Statement: Certain of the statements made in this press release including, without limitation, statements regarding the effects of the contemplated acquisition by Magellan of NIA, estimates of future financial performance, including revenue, segment profit and earnings per share, sales, product development, expectations concerning future investment and growth, execution of the Company's business strategy, potential future uses of cash, impact of new business and other matters constitute forward-looking statements contemplated under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and are subject to known and unknown uncertainties and risks which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements, including (among others) risk concerning the possible election of certain of the Company's health plan customers to manage the behavioral health care services of their members directly; renegotiation of rates paid to and/or by the Company by customers and/or to providers; higher utilization of behavioral health treatment services by members; delays, higher costs or inability to implement the Company's initiatives; termination or non-renewal of contracts by customers; the impact of new or amended laws or regulations; governmental inquiries and/or litigation; the impact of increased competition on ability to maintain or obtain contracts; the impact of increased competition on rates paid to or by the Company; and other factors. Any forward-looking statements made in this document are qualified in their entirety by the more complete discussion of risks set forth in the section entitled "Cautionary Statements" in Magellan's Annual Report on Form 10-K for the year ended December 31, 2004 and in the section entitled "Forward-Looking Statements" in Magellan's Form 10-Q for the quarter ended September 30, 2005 and the section entitled "Risk Factors" in the prospectus and prospectus supplement filed with the Securities and Exchange Commission in connection with the November 2005 secondary offering of Magellan common stock by certain shareholders, each as filed with the Securities and Exchange Commission and posted on the Company's Web site. Segment profit information referred to in this press release may be considered a non-GAAP financial measure. Further information regarding this measure, including the reasons management considers this information useful to investors, is included in Magellan's Annual Report on Form 10-K for the year ended December 31, 2004 and in Magellan's Form 10-Q for the quarter ended September 30, 2005. # # # Magellan Health Services, Inc. and Subsidiaries Fiscal 2006 Forecast Guidance - Earnings (In millions, except per share amounts)
Prior to NIA Acquisition ---------------------- Low High NIA - Note A --- ---- Net revenue $ 1,610 $ 1,645 $ 58 Cost of care 1,130 1,140 - Direct service costs and other operating expenses 320 325 45 Equity in earnings of unconsolidated subsidiaries - - - ---------- ---------- ---------- Segment profit 160 180 13 Gain on sale of unconsolidated subsidiary (3) (3) - Stock compensation expense 27 27 2 Depreciation and amortization 47 43 3 Interest expense (income), net (9) (10) 3 ---------- ---------- ---------- Income from continuing operations 98 123 5 Income taxes 43 52 4 ---------- ---------- ---------- Net income $ 55 $ 71 $ 1 ========== ========== ========== Weighted average shares outstanding - diluted 38.6 38.6 38.6 ========== ========== ========== EPS - diluted $ 1.42 $ 1.84 $ 0.02 ========== ========== ==========
Note A - Represents activity associated with NIA for the ten months ended December 31, 2006, which assumes a February 28, 2006 closing date for the proposed acquisition of such entity. -more- Magellan Health Services, Inc. and Subsidiaries Fiscal 2006 Forecast Guidance - Cash Flow (In millions)
Prior to NIA Acquisition ------------------ Low High NIA - Note A --- ---- Cash Flows From Operating Activities Net income $ 55 $ 71 $ 1 Adjusting items: Stock compensation expense 27 27 2 Depreciation and amortization 47 43 3 Non-cash income taxes 36 43 3 Other net cash flows (34) (28) - --------- --------- --------- Net cash provided by operating activities 131 156 9 --------- --------- --------- Cash Flows From Investing Activities Capital expenditures (30) (20) (2) Cash used for NIA acquisition - - (122) Proceeds from sale of unconsolidated subsidiary 20 20 - --------- --------- --------- Net cash used in investing activities (10) - (124) --------- --------- --------- Cash Flows From Financing Activities Payments on long-term debt and capital leases (25) (25) - --------- --------- --------- Net cash used in financing activities (25) (25) - --------- --------- --------- Net change in cash, cash equivalents and unrestricted investments $ 96 $ 131 $ (115) ========= ========= =========
Note A - Represents activity associated with NIA for the ten months ended December 31, 2006, which assumes a February 28, 2006 closing date for the proposed acquisition of such entity. -----END PRIVACY-ENHANCED MESSAGE-----