Miami, Florida, August 10, 2007 - Bilzin Sumberg Baena Price & Axelrod, LLP announced today that it is representing Leon Medical Centers Health Plans, Inc. ("LMCHP"), in a definitive acquisition agreement with HealthSpring, Inc. (NYSE:HC). Under the terms of the agreement, HealthSpring will acquire all of the outstanding capital stock of privately-held LMCHP for $355 million at closing.
Consideration for the transaction includes the issuance into escrow of approximately 2.7 million shares that will be released upon the completion of two additional medical centers by Leon Medical Centers, Inc. ("LMC") prior to November 2009, subject to extensions in certain circumstances.
The acquisition of LMCHP gives HealthSpring an immediate and sizeable presence in the Florida Medicare Advantage market. HealthSpring currently owns and operates Medicare Advantage and stand-alone Medicare prescription drug plans in Tennessee, Texas, Alabama, Illinois, and Mississippi.
The transaction, which is expected to close at the end of 2007, is subject to customary closing conditions including regulatory approvals, but is not subject to HealthSpring shareholder approval.
Notes to Editors
- Bilzin Sumberg's Corporate & Securities Group has built a strong reputation for highly complex corporate work, including mergers and acquisitions, corporate finance, securities, capital markets, regulatory, joint ventures and strategic alliances, leveraged buyouts and management buyouts; "going private" transactions; and tax matters. Samuel C. Ullman represents clients in entity selection, joint ventures and partnerships, mergers, acquisitions and business combinations. He also has substantial experience in tax issues related to tax-exempt organizations and bankruptcies. Carlos F. Juncos practice encompasses the structuring, negotiation and documentation of domestic and international mergers and acquisitions, partnering and joint venture transactions, manufacturing, supply, distribution and other commercial transactions, public and private securities offerings and commercial lending and financing transactions. Carlos also routinely counsels clients regarding securities law compliance, corporate governance, and general corporate and commercial matters.
About Bilzin Sumberg
Bilzin Sumberg Baena Price & Axelrod LLP is a full-service, commercial law firm based in Miami, Florida. The firm has extensive experience in the areas of corporate and securities law; mergers and acquisitions; commercial real estate; litigation; restructuring and bankruptcy; land use and government relations; environmental law; commercial finance; technology and telecommunications; trusts, estate and wealth transfer; and tax. For more information, visit the firms website at www.bilzin.com.