Four New Independent Directors to Join Magellan
Health Board
Starboard Agrees to Support All Magellan Health
Nominees at 2019 Annual Meeting
Magellan Health, Inc. (NASDAQ: MGLN) today announced that it has
entered into an agreement with Starboard Value LP (together with
certain of its affiliates, “Starboard”), which owns approximately
9.8% of the Company’s outstanding common stock.
Under the terms of the agreement, four new independent directors
will join the Magellan Health Board of Directors effective
immediately: Peter Feld, Managing Member and Head of Research of
Starboard; Leslie Norwalk, Strategic Counsel to Epstein Becker
Green and former Acting Administrator for the Centers for Medicare
& Medicaid Services (CMS); Guy Sansone, Managing Director at
Alvarez & Marsal; and Steven Shulman, former Chairman and CEO
of Magellan Health. The four new independent directors will be
included in the Company’s slate of directors standing for election
at the 2019 Annual Meeting. Following the 2019 Annual Meeting, the
Magellan Health Board will be comprised of 10 directors, including
the four new independent directors. In addition, the Magellan Board
will form a Strategic Committee of independent directors including:
Michael Diament; Peter Feld, who will chair the Strategic
Committee; Scott Mackenzie; and Steven Shulman.
Starboard has agreed to withdraw its slate of alternate nominees
and vote its shares in favor of all of the Magellan Health Board’s
director nominees and, subject to certain conditions, vote in
accordance with the Board’s recommendations on all other proposals
at the 2019 Annual Meeting. Starboard also has agreed to abide by
certain standstill provisions through the earlier of 15 business
days prior to the deadline for the submission of shareholder
nominations for the Company’s 2020 Annual Meeting and 90 days prior
to the first anniversary of the 2019 Annual Meeting. The complete
agreement between Magellan and Starboard will be filed on a Form
8-K with the U.S. Securities and Exchange Commission.
“We are pleased to welcome Peter, Leslie, Guy and Steven to the
Magellan Board,” said Barry M. Smith, Chairman and Chief Executive
Officer of Magellan Health. “With our transformation into a more
diversified healthcare company, we have worked to evolve the
Board’s composition. Collectively, these four new directors bring
financial, operational, technology and healthcare experience that
we believe complement our existing Board and will be beneficial to
our business and the actions underway to improve margins and
support our growth. I look forward to working with our new
directors and benefitting from their perspectives and
contributions.”
Peter Feld, Managing Member of Starboard, said, “We are pleased
to have worked constructively with the Magellan Board and
management team to reach this agreement to strengthen the Board
with new independent directors and to create a new Strategic
Committee of the Board. We invested in Magellan because we see
significant operational and strategic opportunities for value
creation. I look forward to serving on the Board, and as Chair of
the Strategic Committee, and am confident that the additional
insights and expertise of the four new directors will further
advance our common goal of enhancing shareholder value.”
About Peter A. Feld
Peter Feld has been a Managing Member and the Head of Research
of Starboard Value LP, a New York-based investment adviser with a
focused and fundamental approach to investing primarily in publicly
traded U.S. companies, since 2011. Prior to joining Starboard, Mr.
Feld served as a Managing Director of Ramius LLC and a Portfolio
Manager of Ramius Value and Opportunity Master Fund Ltd. from
November 2008 to April 2011. He currently serves as a director of
Symantec Corporation, a cybersecurity software and services
company, since September 2018. During the past five years, Mr. Feld
served as a director of Marvell Technology Group Ltd., The Brink’s
Company, Insperity, Inc., Darden Restaurants, Inc., Tessera
Technologies, Inc. (n/k/a Xperi Corporation), and Integrated Device
Technology, Inc.
About Leslie V. Norwalk, Esq.
Leslie Norwalk has served as Strategic Counsel to Epstein Becker
Green, P.C., a law firm with a focus on healthcare and life
science, and two healthcare consulting agencies, EBG Advisors, Inc.
and National Health Advisors, since September 2007. Additionally,
since 2008, Ms. Norwalk has served as an advisor to three private
equity firms including, Warburg Pincus, LLC, Peloton Equity, LLC
and Enhanced Equity Fund, L.P. From 2001 to 2007, Ms. Norwalk
served the George W. Bush Administration in the Centers for
Medicare & Medicaid Services (CMS), most recently as the Acting
Administrator, where she managed the operations of federal health
care programs, and prior to that, as the agency's Deputy
Administrator and the Counselor to the Administrator. Prior to
that, Ms. Norwalk practiced law with Epstein Becker & Green,
P.C. She also previously served in the George H.W. Bush
Administration in the White House Office of Presidential Personnel
and the Office of the U.S. Trade Representative. Currently, Ms.
Norwalk serves on the boards of Providence Service Corporation, a
social services corporation, since November 2015, Endologix, Inc.,
a developer and marketer of innovative treatments for aortic
disorders, since May 2015 and NuVasive, Inc., a medical device
company, since May 2014. Previously, she served as a director of
Volcano Corporation and Press Ganey Associates, Inc. Ms. Norwalk
has also served on over a dozen private company health care
boards.
About Guy P. Sansone
Guy Sansone is a Managing Director at Alvarez & Marsal in
New York, a financial advisory and consulting firm notable for its
work in turnaround management and performance improvement of a
number of large, high-profile businesses across the globe, where he
serves as Chairman of the firm's Healthcare Industry Group, which
he founded in 2004. Mr. Sansone has also served on the boards of
HealthPRO Heritage, a leading national provider of therapy
management and consulting services, since September 2015 and Pager,
Inc., a mobile healthcare technology company, since March 2017. He
previously served as a director of Civitas Solutions, Inc. from
2009 until its acquisition by Celtic Intermediate Corp. in March
2019. From November 2014 through December 2016, Mr. Sansone served
as the interim Chief Executive Officer of the Visiting Nurse
Service of New York (VNSNY), the largest post-acute home-based
services provider in New York State. Prior to VNSNY, he served as a
Senior Advisor to the board of directors of Health Management
Associates, Inc., as Interim President of LifeCell Corporation, and
as the Chief Restructuring Officer for Erickson Retirement
Communities (n/k/a Erickson Living). Prior to that, Mr. Sansone was
the Chief Implementation Officer to the Saint Barnabas Health Care
System (n/k/a Saint Barnabas Medical Center, an affiliate of
RWJBarnabas Health), a Senior Consultant at Sunrise Senior Living,
the Chief Executive Officer and Chief Restructuring Officer at
Saint Vincent Catholic Medical Centers in New York, and the interim
Chief Financial Officer of HealthSouth Corporation (n/k/a Encompass
Health Corporation). Mr. Sansone also previously served as a
director of Rotech Healthcare, Inc., where he served as President
and co-Chief Executive Officer on an interim basis.
About Steven J. Shulman
Steven Shulman has served as the Managing Partner at Shulman
Family Ventures, Inc. (Shulman Ventures), a healthcare private
equity firm, since 2008. He previously served as an Operating
Partner at Water Street Healthcare Partners, LLC from 2008 until
March 2015 and Tower Three Partners LLC from 2008 until December
2013. Prior to that, Mr. Shulman served as Chairman and Chief
Executive Officer of Magellan Health Services, Inc. (n/k/a Magellan
Health, Inc.) from 2002 to 2008, where he spearheaded its
turnaround and restructuring following bankruptcy. He also
previously served as Chairman and Chief Executive Officer of
Internet Healthcare Group, LLC and as Chairman, President and Chief
Executive Officer of Prudential Healthcare, Inc. Prior to that, Mr.
Shulman served in senior executive positions at Value Health, Inc.,
a specialty managed care company he founded and took public,
including as a Director and as President of the Pharmacy and
Disease Management Group. He also previously held senior executive
positions at each of Cigna Corporation, including as President of
the East Central Division, and Kaiser Permanente, an integrated
managed care company, including as Director, Medical Economics. Mr.
Shulman currently serves as Chairman of both Quartet Health, Inc.,
a healthcare technology company which connects primary care and
mental health providers, since March 2014 and CareCentrix, Inc., a
post-acute managed care company, since 2008. He also serves as a
director of several other privately-held companies, including
VillageMD, Facet, HealthMap, and Pager, Inc. Previously, Mr.
Shulman served as Chairman of the board of directors of both R1 RCM
Inc. and Health Management Associates, Inc.
About Magellan Health
Magellan Health, Inc. is a leader in managing the fastest
growing, most complex areas of health, including special
populations, complete pharmacy benefits and other specialty areas
of healthcare. Magellan supports innovative ways of accessing
better health through technology, while remaining focused on the
critical personal relationships that are necessary to achieve a
healthy, vibrant life. Magellan's customers include health plans
and other managed care organizations, employers, labor unions,
various military and governmental agencies and third-party
administrators. For more information, visit MagellanHealth.com.
About Starboard
Starboard Value LP is a New York-based investment adviser with a
focused and differentiated fundamental approach to investing
primarily in publicly traded U.S. companies. Starboard invests in
deeply undervalued companies and actively engages with management
teams and boards of directors to identify and execute on
opportunities to unlock value for the benefit of all
shareholders.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Securities Exchange Act of 1934 and the Securities
Act of 1933, as amended, which involve a number of risks and
uncertainties, many of which are out of our control. All
statements, other than statements of historical information
provided herein, may be deemed to be forward-looking statements
including, without limitation, statements regarding the composition
and qualifications of the Company’s Board of Directors. These
statements are based on management’s analysis, judgment, belief and
expectation only as of the date hereof, and are subject to
uncertainty and changes in circumstances. Without limiting the
foregoing, the words “believes,” “anticipates,” “plans,” “expects,”
“may,” “should,” “could,” “estimate,” “intend” and other similar
expressions are intended to identify forward-looking statements.
Actual results could differ materially due to, among other things,
the possible election of certain of the Company’s customers to
manage the healthcare services of their members directly; changes
in rates paid to and/or by the Company by customers and/or
providers; higher utilization of healthcare services by the
Company’s risk members; delays, higher costs or inability to
implement new business or other Company initiatives; the impact of
changes in the contracting model for Medicaid contracts;
termination or non-renewal of customer contracts; the impact of new
or amended laws or regulations; governmental inquiries; litigation;
competition; operational issues; healthcare reform; and general
business conditions. Additional factors that could cause actual
results to differ materially from those reflected in the
forward-looking statements include, but are not limited to, the
risks discussed in the “Risk Factors” section included within the
Company’s Annual Report on Form 10-K for the year ended December
31, 2018, filed with the Securities and Exchange Commission on
February 28, 2019. Readers are cautioned not to place undue
reliance on these forward-looking statements. The Company
undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the
date of this release.
(MGLN-GEN)
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version on businesswire.com: https://www.businesswire.com/news/home/20190329005094/en/
Media Contact: Lilly Ackley, ackleyl@magellanhealth.com,
(860) 507-1923Investor Contact: Joe Bogdan,
jbogdan@magellanhealth.com, (860) 507-1910
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