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Anthem to Acquire HealthSun

INDIANAPOLIS--(BUSINESS WIRE)--Sep. 20, 2017-- Anthem, Inc. (NYSE:ANTM) today announced that the company has entered into an agreement to acquire HealthSun, one of the fastest-growing integrated Medicare Advantage health plans and healthcare delivery networks in Florida.

“Anthem is committed to identifying opportunities for growth that will enable us to advance our goal of increasing access to healthcare for all consumers, including those who are most vulnerable,” said Joseph R. Swedish, Chairman, President and Chief Executive Officer, Anthem. “The acquisition of HealthSun, which offers a unique integrated care delivery model serving mainly dual-eligible (Medicare and Medicaid) members, fits well with our plans for continued growth in the Medicare Advantage and dual-eligible populations. In addition, the HealthSun acquisition will further the industry leading commitment of Anthem’s affiliated health plans in offering a wide variety of value based care models that benefit our members through high quality care and improved outcomes.”

Founded in 2005, HealthSun has grown rapidly in Florida by offering an integrated Medicare Advantage health plan and healthcare delivery system. HealthSun currently serves approximately 40,000 members through its Medicare Advantage plans in Miami-Dade and Broward counties. HealthSun’s members receive primary care and related services through its integrated network of 19 wholly owned Pasteur and WellMax primary care and specialty centers as well as a complementary network of unaffiliated medical centers, all of which focus on providing the highest quality care. HealthSun was rated by the Centers for Medicare and Medicaid (CMS) as a 4.5 in their Star Ratings for the 2017 and 2018 reimbursement years.

“HealthSun has been recognized for providing superior care coordination and better health outcomes through a network of primary care clinics, pharmacy support, and transportation services; as well as a narrow network of physician specialists and integrated medical cost management,” said Peter D. Haytaian, Executive Vice President, President, Government Business Division, Anthem. “We are excited about the addition of HealthSun as we believe their unique integrated delivery system will be an important asset that drives our continued success in Florida. In addition, this acquisition is consistent with our goal to build industry leading capabilities to serve this country’s most vulnerable citizens. With the addition of HealthSun, Anthem’s affiliated Medicare and Medicaid plans will now serve more than 650,000 members in Florida.”

Anthem is acquiring HealthSun from a consortium of investors led by Summit Partners, a global alternative investment firm. Financial terms of the transaction were not disclosed. The acquisition is expected to close by the end of 2017 and is subject to approvals from state and federal regulatory authorities, standard closing conditions and customary approvals required under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to be slightly accretive to earnings in 2018.

Anthem’s financial advisor is UBS Investment Bank and its legal advisor is White & Case LLP. Centerview Partners LLC and Credit Suisse are acting as financial advisors for HealthSun, Summit Partners and the investor consortium, with Kirkland & Ellis LLP and Epstein Becker and Green, P.C. acting as legal advisors.

About Anthem, Inc.

Anthem is working to transform health care with trusted and caring solutions. Our health plan companies deliver quality products and services that give their members access to the care they need. With over 74 million people served by its affiliated companies, including more than 40 million within its family of health plans, Anthem is one of the nation’s leading health benefits companies. For more information about Anthem’s family of companies, please visit www.antheminc.com/companies.

About Summit Partners

Founded in 1984, Summit Partners is a global alternative investment firm that is currently investing more than $9.5 billion into growth equity, fixed income and public equity opportunities. Summit invests across growth sectors of the economy and has invested in more than 440 companies in healthcare, technology, and other growth industries. These companies have completed more than 140 public equity offerings, and more than 165 have been acquired through strategic mergers and sales. Summit maintains offices in North America and Europe, and invests in companies around the world. For more information, visit www.summitpartners.com or on Twitter at @SummitPartners.

Forward-Looking Statements

This document contains certain forward-looking information about us that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally not historical facts. Words such as “expect,” “feel,” “believe,” “will,” “may,” “should,” “anticipate,” “intend,” “estimate,” “project,” “forecast,” “plan” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to: financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. These risks and uncertainties include: those discussed and identified in our public filings with the U.S. Securities and Exchange Commission, or SEC; increased government participation in, or regulation or taxation of health benefits and managed care operations, including, but not limited to, the impact of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, or Health Care Reform, and the impact of any future modification, repeal or replacement of Health Care Reform; trends in health care costs and utilization rates; our ability to secure sufficient premium rates including regulatory approval for and implementation of such rates; our participation in federal and state health insurance exchanges under Health Care Reform, which have experienced and continue to experience challenges due to implementation of initial and phased-in provisions of Health Care Reform, and which entail uncertainties associated with the mix and volume of business, particularly in our Individual and Small Group markets, that could negatively impact the adequacy of our premium rates and which may not be sufficiently offset by the risk apportionment provisions of Health Care Reform; the ultimate outcome of litigation between Cigna Corporation (“Cigna”) and us related to the merger agreement between the parties, including our claim for damages against Cigna, Cigna’s claim for payment of a termination fee and other damages against us, and the potential for such litigation to cause us to incur substantial costs, materially distract management and negatively impact our reputation and financial positions; our ability to contract with providers on cost-effective and competitive terms; competitor pricing below market trends of increasing costs; reduced enrollment, as well as a negative change in our health care product mix; risks and uncertainties regarding Medicare and Medicaid programs, including those related to non-compliance with the complex regulations imposed thereon and funding risks with respect to revenue received from participation therein; a downgrade in our financial strength ratings; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; medical malpractice or professional liability claims or other risks related to health care services provided by our subsidiaries; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; non-compliance by any party with the Express Scripts, Inc. pharmacy benefit management services agreement, which could result in financial penalties; our inability to meet customer demands, and sanctions imposed by governmental entities, including the Centers for Medicare and Medicaid Services; events that result in negative publicity for us or the health benefits industry; failure to effectively maintain and modernize our information systems; events that may negatively affect our licenses with the Blue Cross and Blue Shield Association; state guaranty fund assessments for insolvent insurers; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; intense competition to attract and retain employees; unauthorized disclosure of member or employee sensitive or confidential information, including the impact and outcome of investigations, inquiries, claims and litigation related to the cyber attack we reported in February 2015; changes in economic and market conditions, as well as regulations that may negatively affect our investment portfolios and liquidity; possible restrictions in the payment of dividends by our subsidiaries and increases in required minimum levels of capital and the potential negative effect from our substantial amount of outstanding indebtedness; general risks associated with mergers, acquisitions and strategic alliances; various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations; future public health epidemics and catastrophes; and general economic downturns. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. We do not undertake to update or revise any forward-looking statements, except as required by applicable securities laws. Investors are also advised to carefully review and consider the various risks and other disclosures discussed in our SEC reports.

Source: Anthem, Inc.

Anthem Contacts:
Investor Relations
Will Feest, 317-488-6057
William.feest@anthem.com
or
Media
Jill Becher, 414-234-1573
Jill.becher@anthem.com

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