Form 425 Cotiviti Holdings, Inc. Filed by: Cotiviti Holdings, Inc.
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Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 |
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QUESTION |
ANSWER |
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About the transaction |
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Why are we combining with Verscend? |
The combining of Cotiviti and Verscend will enable us to have a greater impact in the healthcare market, increase affordability, reduce waste and improve outcomes and quality. The combination will offer new opportunities to create unique value for our clients. |
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When do we think the deal will be final/closed? |
We expect the transaction to close in the fourth quarter of 2018, subject to Cotiviti shareholder approval and the satisfaction of customary closing conditions and regulatory approvals. We will keep you updated throughout this process. |
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Can you share more info about Verscend? |
Verscend is a healthcare data analytics company who primarily serves payer clients and some provider businesses. Like Cotiviti, Verscend offers a variety of solutions across the payment continuum, some of which we have in common. In addition to payment accuracy solutions, Verscend offers risk adjustment, quality improvement solutions, and payment analytics. More information is available on the Verscend website. |
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How does this affect our business strategy? |
For now, our strategic priorities and the initiatives we have underway stay the same. After the closing, we will work with our new partners to determine the best strategy forward, addressing new lines of business and new or expanded solutions. Our goal – as always – will be to meet the demands of the market and needs of our clients. |
June 19, 2018
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How does this transaction better serve our clients? |
The combination of Cotiviti and Verscend will benefit our clients in some powerful ways: 1. Expansion of offerings: Our combined solutions and client relationships will address a larger portion of the healthcare market, more clients, and broader dimensions of value for our clients and for the healthcare industry. 2. Expanded value from data: The combination will have increased depth and breadth of data assets enabling greater insights and value for our clients. 3. Complementary solutions that, combined, can significantly increase value. These include content and analytics, operational models, and solution execution approaches. |
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Will our global workforce initiative remain on track? |
Yes, we will continue to advance our global workforce efforts. We operate globally and will continue to do so. |
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When will we know more about further changes to the organization? |
We are at the very beginning of this process. After the deal closes, the structure of the merged organization will unfold over time. We will keep you informed as decisions are made. |
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Will there be redundancies in certain functions with this merger? Will there be layoffs? |
It is possible there could be redundancies in some areas. It will take time to work through the integration plan, and that process cannot begin until after the deal closes. We will keep you apprised of integration progress when it begins, and what it might mean to you personally. |
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Will this result in opportunities within the new, merged organization? Other career paths if we’re combining with another division? |
That is certainly a possibility, and more information on these types of questions will unfold over time. HR will keep you apprised of career opportunities across the broader organization. |
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What is the plan for integration of the two companies? |
Over the next few months and through closing we will be working through the numerous details involved with the integration. We understand there are many unanswered questions at this time, but we will keep you informed as decisions are made. |
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What will happen to our Retail division? |
Our Retail division is a part of Cotiviti and is included with the transaction. |
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When will we know about benefits changes? |
We expect any changes to health and welfare benefits to be communicated via the open enrollment process, as they have been in the past. |
June 19, 2018
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Public to private transition |
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What will change for us when we are private again? |
Most of the changes revolve around regulations that govern public companies. Private companies, for example, are not required to report short-term results on a quarterly basis. |
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When are we delisted, based on the transaction timeline? |
COTV will stop trading at end of business on the date the merger closes, which we expect will occur in the fourth quarter of 2018. |
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What happens to the stock that I hold in Cotiviti? |
All shareholders will receive $44.75 per share when the transaction closes. |
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What if I’m enrolled in the current ESPP cycle? |
Shares will be purchased as of June 29 for the first half ESPP payroll deductions. We will not have an ESPP option for the second half of this year, as we expect the merger to close before the end of 2018. |
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What happens to my unvested equity awards (RSUs and options)? |
All equity will automatically vest upon closing. If you are participating in the long-term incentive plan, you will receive detailed information regarding the transaction. |
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Might we go public again in the future? |
There is always the possibility that we go public again. |
Additional Information and Where to Find It
In connection with the proposed merger, Cotiviti plans to file with the Securities and Exchange Commission (“SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. Cotiviti may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by Cotiviti with the SEC. BEFORE MAKING ANY VOTING DECISION, COTIVITI’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY COTIVITI WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders may obtain a free copy of the proxy statement and other documents Cotiviti files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. Cotiviti makes available free of charge at www.Cotiviti.com (in the “Investors” section), copies of materials it files with, or furnishes to, the SEC.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Cotiviti and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from Cotiviti’s stockholders in connection with the proposed merger. Security holders may obtain information regarding the names, affiliations and interests of Cotiviti’s directors and officers in Cotiviti’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 22, 2018 and its definitive proxy statement for the 2018 annual
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meeting of stockholders, which was filed with the SEC on April 12, 2018. To the extent the holdings of Cotiviti securities by Cotiviti’s directors and executive officers have changed since the amounts set forth in Cotiviti’s proxy statement for its 2018 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed merger will be included in the proxy statement relating to the proposed merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and Cotiviti’s website at www.Cotiviti.com
June 19, 2018