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8-K - FORM 8-K - CATALYST HEALTH SOLUTIONS, INC. | d337584d8k.htm |
Exhibit 99.1
Catalyst Health Solutions, Inc. Employee Town Hall Transcript
April 18, 2012
1:00 pm ET
Operator
Good day and welcome to the Catalyst Health Solutions all-employee meeting conference call. Todays conference is being recorded. At this time I would like to turn the call over to Steve Cunanan. Please go ahead, sir.
Steve Cunanan
Thank you, Ann. Id like to welcome everybody to this conference call. I am joined here in Rockville by a number of our employees. Im also joined by a number of our employees that are joining in by the phone. Im told there are almost 500 individual ports that have dialed into the phone.
Im joined here with David Blair, our Chairman and Chief Executive Officer, and also Rick Bates, our President and Chief Operating Officer, here in Rockville.
I am going to be kicking off the call and then outlining the agenda and what well be discussing today. But I do have to tell you a story of an experience that I had last night. And I was sitting in my office, like a lot of people that have been involved with this transaction. Weve worked some pretty late nights, and weve had a lot of time to think, and weve had a lot of downtime to think about what it is were doing, the impact that it has on people and the impact that it has on our organization.
And I was struck by a comment that Monica Wolf made to me on my first week as a Catalyst employee. And, I was upset about a policy and I went in to see Monica, and I said, Monica, I dont be- I cant believe that were doing this. We cant do this. And Monica looked at me very calmly and said, Steve, dont worry, this is Catalyst, you wait, it will change. And you know what? It did change. And when I was sitting in my office last night, I thought about that comment and I thought a lot about change. And change has been a consistent theme since Ive joined Catalyst. Sometimes it seems like one change hasnt stopped, and anothers started, so it seems like one big long change sometimes. And I was struck that, there are different ways to look at change. One is through angst, anxiety, uncertainty, and all of those things are okay and all of those things are natural reactions to change and the things that were going through.
The other way to look at it is opportunity, creating a future that doesnt exist, creating a reality that doesnt exist. Sometimes that journey from uncertainty to reality that doesnt exist is a pretty long journey and a pretty tenuous journey. And I also thought about the change in relationship to our company and the evolution of change. And I thought back, I wasnt around when we decided to buy a PBM. Im sure there was a lot of uncertainty there, too Why are we doing this? Whats going on? How is this going to change our organization? I wasnt around when we decided to go public. But Im sure the same kind of anxiety was there.
Now I will tell you, this is a very big fundamental change for our organization, but it exists on a continuum right now. It wont be the last one, and the organization will continue to change and continue to grow.
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From an agenda perspective, were going to talk about a couple of things today. Were going to talk about the rationale and the reasons for the decisions that weve made. Were going to talk about some of the opportunities that we have facing us in front of us. Were also going to talk about the timeline and what are the next steps. And last, but not least, were going to talk about the people that are joining me here in this room, and the other total of 1,545 individuals that we have in our organization that are impacted by this change.
So with that, Im going to turn
David Blair
Thank you, Steve. Good afternoon.
So I thought Id start with a little background, right? So I remember the beginning 15 years ago. In fact, theres many of you in this room that were either there or joined shortly thereafter. I see Lisa right in front of me, and Joanna, Monica, theres Debby in the back, Susan, I think I saw John somewhere around there, theres John. Folks have been with the company 12, 13, 14 years. I know theres many of you on the phone that have been with the company for that long. But in the beginning, we were selling supplemental insurance benefits through the mail. We had a little bit of seed capital. And, we had a lot of doubts about that business, we were very uncomfortable with that. But as a team, we knew that if we worked hard, that we were committed, we could grow that business. And we did; the business grew.
Then after a while it started to level off, and we needed a new growth opportunity. There was the Internet; we could sell our benefits through the Internet. We were extremely uncomfortable; nobody had ever sold anything through the Internet before. Had a lot of doubt. But, again, we knew if we worked hard, if we were committed, the business would grow. And, of course, that Internet bubble, right, that burst pretty quickly, and then I found myself in front of the board saying, Hey, we found this thing called a PBM thats what we want to do. And, I had a lot of doubt and we were very uncomfortable, but again we had a team, right, and we knew if we worked hard and were committed, the business would grow, and it did.
And then about three years ago, our business started to level off. Same types of approaches we were taking were no longer working. Rick Bates joined the company, brought in some new leadership, and we took the company in a different direction. Started looking at doing acquisitions in the hundreds of millions of dollars, selling to groups that had millions of lives. I was uncomfortable; I had a lot of doubt.
The team, all of you have pulled together, right? Youve worked hard, youve been committed, and weve grown the business.
And I tell you this because today is a new chapter, and theres got to be some doubts, weve got to feel a little bit uncomfortable. But I know in my core, that if we work hard, if were committed, well grow this business, and this will again, be another successful chapter in our corporate life.
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Just two things that I want to describe to you and then Ill turn it over to Rick.
What did we announce today and why?
So this morning we announced that we signed a definitive merger agreement with SXC. So we will be acquired by SXC. It is a strategic merger, meaning that were going to , our shareholders, will take a lot of their stock. Whats difficult for- to understand, is that the same people who own our company, own their company. There is about an 80% shareholder overlap, and so theres compelling reasons to put this company together.
The headquarters will be in Lisle, Illinois, though theyve agreed to keep a- maintain a presence here in Rockville, as well as maintain all of our local offices. The Chairman and CEO will be Mark Thierer, and we expect the transaction to close probably in about 6 months, certainly before the end of the year, probably August/September timeframe would be reasonable.
The why, right, our businesses, SXCs and Catalysts, very much complement each other. If you think about our client base, and how we go to market, it very much complements what they do. So our clients, right, managed care organizations, employer groups, CPAs, unions, state and local governments, where they built their business servicing long-term care, hospice, fee for service, Medicaid Part D. So theres a real nice marriage on the markets that we serve. Of course we built very much a service model here, where theyre known more for their technology products. Real nice complement.
Why do they want to acquire us? Thats the easiest question, right? You - right? You. Because as a service company thats all we are is people right? So, theyre not buying our patents on the Centers of Excellence model. Theyre not buying our cap rebate module or our generic advantage program module. Theres no patent on our world-class client services, clinical programs, or member services. Its all in your head, right? Theyre buying you. And I thank you for that, youve done an outstanding job. And that should give you a little bit of comfort as you think about those doubts. And I try to encourage you that we need to stay committed that theyll very much need us to continue to operate our business.
So, with that, Rick Im going to turn it over to you for some more details.
Rick Bates
Weve had a clear vision of how were moving this business forward.
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Our customers absolutely love all of you. The service interactions, whether its the account management team, whether its the folks that are involved in the selling process, I dont think that anyone here in any of our locations has a real appreciation for how much affection our customers have for this company. Ive been on the phone with a ton of them. Ive been flying around, spending time giving a bunch of them a heads up, which is an interesting message you know about this transaction.
They bought us for a reason, and weve delivered on our promises. And even when we have shortcomings or certain challenges, we come together as a team, and were their partner. Were trying to solve things; were trying to create solutions. We arent pointing at a contract and saying well this says this so we dont have to do it, or any of that were just worried about creating value. So Ive been trying to push this organization as hard as I could, and do you know push it to take on as much as it can bear, right? And weve never been satisfied with what weve achieved. Its always about whats next, right? So we get the Regence deal done and alright where are we going to go now, whats the next big thing, right? And we got the next big thing.
We spent you know as you can imagine a fair amount of time with them, especially in the last few weeks, and really gave them more visibility into who we are as a company and how we operate and why we win and how important our people are you know, the culture weve built. So I am incredibly optimistic that this organization is really going to stay intact you know, the PBM that weve built. Because it is so much larger than their PBM. They have a great business; their healthcare IT business is fantastic, they have some terrific, large PBM customers. But if you just put up a customer list up on the wall and you get our Fortune 500 employer groups, and our health plan customers, and our state government business, and its pretty phenomenal.
So, they know why theyre willing to pay such a premium. They understand the value of the business weve built and the customer relationships. And they know why we win, which is our people, right? We built some really terrific capabilities and tools, and I think were more sophisticated financially today than weve ever been, and it is simply because of the people. So I have just a great degree of confidence that were going to bolt our business inside of SXC, and were going to continue to run and deliver the same value proposition weve been delivering. Were going to continue to have opportunities in all of our business segments where weve been successful, and I believe that the market facing part of this organization is as good as any part of any of the PBMs that we would compete against. So I think theres a tremendous amount to look forward to.
I will say that the benefits of a lot of their technology investments will really truly help us because you know it is an already established infrastructure that we can leverage and really benefit from.
And at the same time, weve got a ton of work to do on our side to finish the integration of WHI, the extraction from Walgreens, and now weve got Regence to play with as well. So, you know we have to remain as focused and as committed as weve been. This is a stock deal, as David said, what that means guys is our performance matters all the time, right? Theres a lot of runway in this business. Im going to be very surprised if we dont have industry leading results over the next 24 to 36 months. I dont think theres anything in our way, and we just got a whole lot of opportunity freed up for us. This will make us a much bigger, much stronger company.
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I know there is always you know change is hard to understand and grasp, and there are going to be a ton of questions that everybody has. I think that Steves going to do a great job answering questions, getting information out to people via email. Well have more phone calls where we can respond to a lot of the questions. Weve got senior leadership out in many of the locations and sites, and were going to continue to do that. Well probably be more visible in the next you know few months than we have been in the past. And we want to make sure were communicating really well with everybody.
And at the end of the day, people build great companies. Its not ideas, its not that you have a new widget or youve made something, its the people and teams and the partnership. Its an amazing place, an unbelievable culture, and were going to move forward through the next step together.
Ill turn it back over to Steve.
Steve Cunanan
Thanks, Rick.
On the topic of questions, let me apologize in advance to the group: we are not going to be able to take questions on this call due to the number of people that are participating, but Ill talk to you about how were going to get your questions addressed, as I go through the parts of my talk next.
The thing that Im going to do is address a key question right now. And that key question is, what about me? You know youre sitting there; a lot of you have these questions - what does this mean for me? This is great from an organization standpoint - how do I fit into that puzzle? And Im going to answer that question in two ways, Im going to answer that question in the short-term, and then Im going to answer that question in the medium- to long-term.
So lets talk about the short-term. In the short-term, whats going to happen now, is the exact thing that we do when we have gone in to create a relationship in an acquisition with a company. There are going to be a series of meetings, there are going to be a series of project teams that are created. Some of you may be asked to participate in those teams, and theres going to be conversation about the business. And the whole idea is to try to create what is the new and future operating model. The good part here is that both ourselves and SXC have been very acquisitive companies. Theyve done a lot of acquisitions, theyve done a lot of deals, and everybody in this room knows that we know how to do that. We know the process, we know what levers to push, we know what step comes next. SXC is the same way. So from that perspective, were both operating from the same knowledge base and the same level playing field.
So within the next couple of weeks and months, very few of you are going to be impacted at all. The people that will be impacted are the people working on those teams to determine what is the future operating model. Its business as usual. Nothing changes, nothing is different, we are still two separate companies, and, as Rick mentioned, its important that we continue to go ahead and deliver the level of service thats gotten us where we are today. Very, very critical.
Were going to be creating a new organization, I dont know, probably some of you when you heard the news, you went and you logged on to the SXC website, or did a Google search to see who are they, what are what do they stand for, how many employees do they have? Basically, what were creating is an organization that is twice the size of ours. So, what we are looking at is an organization with approximately 3,000 employees with some critical skill sets, critical capabilities, to go ahead and make a difference in the market. And through that marriage, and through that partnership, there are new opportunities that are going to come up, there are new career paths that are going to come up, there are going to be opportunities to move into new organizations, there are going to be opportunities to move into new positions. And that is very, very much of a positive. This is all about creating new opportunity for our employees.
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But I would be naïve if I didnt think a transaction of this size wasnt going to have some overlap on some jobs and some functions, and where that overlap occurs, Im committing to you to do three things. The first thing is to find out where that is, and make those decisions as quickly and as appropriately as possible. One of the things that we want to do is eliminate uncertainty as early as possible. And were going to communicate quickly, were going to communicate accurately to you. The second thing that I am committing to you to do is look at all those alternatives that we have, so where there is an overlap, we will look to say can we move things around, what are the skill sets of individuals, and we will work to go ahead and do that. The third thing that Im committing to do to you is probably the most important. And thats treat everybody with the dignity and respect that we have become known for as an organization. And thats really important. Thats going to be important in our communication, thats going to be important in our approach, and thats going to be important in our interactions to you.
So what happens next? As I said, were going to start working on some integration teams, some of you may be asked to go ahead and do that. As Rick mentioned, communication is really key, so within the next 24 hours, youre going to be receiving an email, and in that email is going to be a mailbox address. And any questions that you have, no matter how big or how small, you should go ahead and address them to that email box. Our HR team is going to take those and really triage those with the business and the people that can answer questions. Were going to look for common themes, and then we are going to be doing weekly communications with Chris Burns help, email communications, they may be meetings if thats appropriate, to let you know whats going on, what decisions have been made, what decisions have are yet to come, and where we are in the process.
Thats where we are right now. You have my commitment, you have my organizations commitment, you have the leadership teams commitment to navigate this process with integrity, and with dignity, and with trust. And with that Ill turn it back to Rick.
Rick Bates
Alright so, the only thing that I guess I should offer today is that, I havent been here for 15 years. Its been pretty much of a whirlwind for the last three, but for the people whove been here, whether it was in the very beginning, or you know it was 4, 5, 6, 7 years ago, if you start to look at the size of the company then, you know if youre interested in looking at the stock price, or if youre interested in looking at the financials, you know the one thing that I think the company should brag about, particularly David should brag about is when the company went public, it didnt make any money. Right, I mean, it had a market cap that was in the tens of millions of dollars, and today we have a market cap of more than 4 billion dollars. We are a Fortune 500 business. Right? So you dont get on a ride like this, very often, if at all, and when you think of what weve tried to do here to build a culture of a company and a great place to work and unbelievable camaraderie and trust. You have my commitment, and certainly Davids commitment, that we will continue to honor that. We will make this place even better and stronger, and we will continue to be the champion of all the people who work here. And, I just really can say with all sincerity, we have a tremendous amount to look forward to, and we are very grateful for all of your efforts and your support. Thank you.
[Clapping]
Operator
This does conclude todays conference. We thank you for your participation
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* * *
Forward Looking Statements
Certain statements included herein may contain certain forward-looking statements including, without limitation, statements concerning Catalysts operations, economic performance and financial condition. The words believe, expect, anticipate, will, could, would, should, may, plan, estimate, intend, predict, potential, continue, and the negatives of these words and other similar expressions generally identify forward-looking statements. In addition to Catalysts expectations or estimates of a combined companys future performance or matters relating to the proposed transaction, these forward-looking statements may include statements addressing Catalysts operations and Catalysts financial performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which, among other things, speak only as of their dates. These forward-looking statements are based largely on Catalysts current expectations and are based on a number of risks and uncertainties, including, without limitation, (i) general adverse economic conditions, (ii) changes in governmental laws and regulations, (iii) Catalysts ability to compete effectively in the pharmacy benefit management industry, (iv) Catalysts relationships with key clients, pharmacy network affiliations and various pharmaceutical manufacturers and rebate intermediaries, (v) changes in industry pricing benchmarks, (vi) uncertainties relating to the transition and integration of completed and future acquisitions and/or expansion opportunities, (vii) Catalysts current level of indebtedness and any future indebtedness Catalyst may incur; (viii) disruption in Catalysts operations, (ix) unanticipated changes in Catalysts ability to execute its growth strategy, (x) generic utilization levels, (xi) insufficient insurance coverage to cover costs associated with litigation, (xii) Catalysts ability to accurately estimate how much future revenue Catalyst will generate, as well as the level of implementation and transaction costs that Catalyst will incur, under newly commenced PBM agreements and other risks and uncertainties discussed in Catalysts filings with the SEC, including Catalysts Annual Report on Form 10-K and quarterly reports on Form 10-Q. Actual results could differ materially from results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained herein will, in fact, occur. Catalyst undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date hereof. Readers are urged to carefully review and consider the various disclosures made in Catalysts other filings with the SEC that attempt to advise interested parties of the risks and factors that may affect Catalysts business.
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Transaction Forward-Looking Statements
In addition, numerous factors could cause actual results with respect to the proposed transaction to differ materially from those in the forward-looking statements, including without limitation, the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that the SXC and Catalyst businesses will not be integrated successfully; the ability to obtain governmental approvals of the proposed transaction on the proposed terms and schedule contemplated by the parties; the failure of shareholders of SXC or Catalyst to approve the proposed transaction; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; the risk of customer attrition; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; and the ability to obtain the financing contemplated to fund a portion of the consideration to be paid in the proposed transaction and the terms of such financing.
Important Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in respect of the proposed transaction involving Catalyst and SXC. The proposed transaction will be submitted to the stockholders of Catalyst and the shareholders of SXC for their consideration. In connection therewith, the parties intend to file relevant materials with the SEC, including a joint proxy statement/prospectus that will be mailed to stockholders. Such documents, however, are not currently available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS OF CATALYST ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents containing important information about Catalyst and SXC, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Catalyst will be available free of charge on Catalysts website at www.catalysthealthsolutions.com under the heading Investor Information or by contacting Catalysts Investor Relations Department at 301-548-2900. Copies of the documents filed with the SEC by SXC will be available free of charge on SXCs website at www.sxc.com under the heading Investor Information or by contacting SXCs Investor Relations Department at 630-577-3100.
Catalyst, SXC and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Catalyst is set forth in its proxy statement for its 2011 annual meeting of shareholders, which was filed with the SEC on April 28, 2011. Information about the directors and executive officers of SXC is set forth in its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 2, 2012. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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