SAN JUAN, Puerto Rico,
July 16, 2019 /PRNewswire/ --
Triple-S Management Corporation (NYSE: GTS) today announced that
its Board of Directors has authorized the conversion (the
"Conversion") of the Company's remaining issued and outstanding
Class A common shares into Class B common shares, effective
August 7, 2019.
"We are pleased to convert our remaining Class A shares and
thereby simplify our capital structure," said Roberto Garcia-Rodriguez, President and Chief
Executive Officer. "We believe a single class of publicly traded
common shares will enhance long-term value for all
shareholders."
As the result of a recent litigation settlement, the Company
will issue 48,602 Class A shares to the heirs of a former
shareholder preceding the Conversion. The issuance of these new
Class A shares will entitle all Class B shareholders to certain
anti-dilution rights; therefore, all holders of Class B shares at
the close of business on July 26,
2019 (the "Record Date") will receive a share dividend of
0.051107 Class B shares for every Class B share they own as of that
time, as determined by the anti-dilution formula in the Company's
articles of incorporation. The Class B share dividend will be
payable on August 6, 2019; cash will
be paid in lieu of fractional shares so that shareholders receive a
whole number of shares of common stock. After the issuance of
the Class A shares described above and the Class B share dividend,
the Company's total outstanding common stock is expected to be
24.334 million shares.
Effective upon the Company's public announcement on August 7, 2019, all Class A holders of record
will receive one Class B share for each Class A share
held. Upon the Conversion, all remaining outstanding Class A
shares will be automatically cancelled and extinguished, and the
Company will maintain a single class of common shares.
About Triple-S Management Corporation
Triple-S Management Corporation is an independent licensee of
the Blue Cross Blue Shield Association. It is one of the leading
players in the managed care industry in Puerto Rico. Triple-S Management has the
exclusive right to use the Blue Cross Blue Shield name and mark
throughout Puerto Rico, the
U.S. Virgin Islands, and
Costa Rica. With 60 years of
experience in the industry, Triple-S Management offers a broad
portfolio of managed care and related products in the Commercial,
Medicare Advantage, and Medicaid markets under the Blue Cross Blue
Shield marks. It also provides non-Blue Cross Blue Shield branded
life and property and casualty insurance in Puerto Rico. For more information about
Triple-S Management, visit www.triplesmanagement.com or contact
investorrelations@ssspr.com.
Forward-Looking Statements
This document contains forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include information about possible or
assumed future sales, results of operations, developments,
regulatory approvals or other circumstances. Sentences that include
"believe", "expect", "plan", "intend", "estimate", "anticipate",
"project", "may", "will", "shall", "should" and similar
expressions, whether in the positive or negative, are intended to
identify forward-looking statements.
All forward-looking statements in this news release reflect
management's current views about future events and are based on
assumptions and subject to risks and uncertainties. Consequently,
actual results may differ materially from those expressed here as a
result of various factors, including all the risks discussed and
identified in public filings with the U.S. Securities and Exchange
Commission (SEC).
In addition, the Company operates in a highly competitive,
constantly changing environment, influenced by very large
organizations that have resulted from business combinations,
aggressive marketing and pricing practices of competitors, and
regulatory oversight. The following factors, if markedly different
from the Company's planning assumptions (either individually or in
combination), could cause Triple-S Management's results to differ
materially from those expressed in any forward-looking statements
shared here:
- Trends in health care costs and utilization rates
- Ability to secure sufficient premium rate increases
- Competitor pricing below market trends of increasing costs
- Re-estimates of policy and contract liabilities
- Changes in government laws and regulations of managed care,
life insurance or property and casualty insurance
- Significant acquisitions or divestitures by major
competitors
- Introduction and use of new prescription drugs and
technologies
- A downgrade in the Company's financial strength ratings
- Litigation or legislation targeted at managed care, life
insurance or property and casualty insurance companies
- Ability to contract with providers consistent with past
practice
- Ability to successfully implement the Company's disease
management, utilization management and Star ratings programs
- Ability to maintain Federal Employees, Medicare and Medicaid
contracts
- Volatility in the securities markets and investment losses and
defaults
- General economic downturns, major disasters, and epidemics
This list is not exhaustive. Management believes the
forward-looking statements in this release are reasonable. However,
there is no assurance that the actions, events or results
anticipated by the forward-looking statements will occur or, if any
of them do, what impact they will have on the Company's results of
operations or financial condition. In view of these uncertainties,
investors should not place undue reliance on any forward-looking
statements, which are based on current expectations. In addition,
forward-looking statements are based on information available the
day they are made, and (other than as required by applicable law,
including the securities laws of the
United States) the Company does not intend to update or
revise any of them in light of new information or future
events.
Readers are advised to carefully review and consider the various
disclosures in the Company's SEC reports.
FOR FURTHER INFORMATION:
AT THE
COMPANY:
|
INVESTOR
RELATIONS:
|
Juan José
Román-Jiménez
|
Mr. Garrett
Edson
|
EVP and Chief
Financial Officer
|
ICR
|
(787)
749-4949
|
(787)
792-6488
|
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SOURCE Triple-S Management Corporation