Signify Health — Merger or Acquisition (September 2022)
32 slides from Signify Health's merger presentation, Sep 7, 2022
Slide 1: Advancing Home-Centric, Value-Based Care
& Advancing Home-Centric, Value-Based Care September 6, 2022
Slide 2: Cautionary statement concerning forward-looking statements
Cautionary statement concerning forward-looking statements This presentation includes forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation (“CVS Health”) or Signify Health
Slide 3: Key Transaction Terms
Key Transaction Terms • Acquiring 100% of Signify Health for a purchase consideration of $30.50 per share in cash Purchase Price • Equity value of $7.6 billion. Accounting for Signify net debt, equity appreciation rights and estimated fees and expenses, total transaction value of approx. $8 billion
Slide 4: Executive Summary
Executive Summary Combining CVS Health and Signify Health is a major step forward in enhancing our care delivery strategy for consumers Signify Health brings a leading In-Home Health business and fast-growing Physician Enablement business The transaction is expected to be accretive to Adjusted EPS a
Slide 5: Signify Health's Capabilities Will Enable CVS Health to Expand Into the Home
Signify Health’s Capabilities Will Enable CVS Health to Expand Into the Home, Accelerate in Value-Based Care • Leading provider of health risk assessments In-Home Services & Care (HRAs) with nearly 2.5 million patient home Coordination: Network of visits, in-person and virtual, expected in 2022 (1)
Slide 6: Transaction Will Deliver on CVS Health's Vision
Transaction Will Deliver on CVS Health’s Vision to Improve Quality, Affordability, and Accessibility of Care Strategic Rationale CVS Health + Signify Health Opportunities • Enables CVS Health to enter the health risk ü Transform delivery of care for assessment business and acquire a consumers and pr
Slide 7: A CVS Health and Signify Health Combination has Significant Financial Merit
A CVS Health and Signify Health Combination has Significant Financial Merit Attractive Financial Impact Meaningful Synergy Opportunities Accretive to Adjusted EPS following the close Overall health care cost reduction, improved (1) of the transaction patient outcomes, and enhanced revenue capture th
Slide 8: Increasingly Confident In Our Long-Term Adjusted EPS Goals
Increasingly Confident In Our Long-Term Adjusted EPS Goals from 2021 Investor Day 2024E+ • Low double-digit 1 Y/Y growth • ~2% Adjusted EPS growth from new health services, 2023E including acceleration of foundational 2022E 1 businesses Adjusted EPS 2021A Signify Health’s strong financial profile an
Slide 9: Additional Information and Where to Find It
Additional Information and Where to Find It This communication is being made in respect to the proposed transaction involving CVS Health and Signify Health. A meeting of the stockholders of Signify Health will be announced as promptly as practicable to seek stockholder approval in connection with th
Slide 10: For additional questions, please contact
For additional questions, please contact: Tom Cowhey Senior Vice President, Capital Markets [email protected] Larry McGrath Senior Vice President, Business Development & Investor Relations 1-800-201-0938 [email protected] 10 ©2022 CVS Health and/or one of its affiliates. The follow
Slide 11: Signify Health All Company Meeting September 6, 2022
Signify Health All Company Meeting September 6, 2022 PROPRIETARY AND CONFIDENTIAL
Slide 12: EXCITING NEWS: CVS Health to acquire Signify Health
EXCITING NEWS CVS Health to acquire Signify Health! Uniting two leaders focused on advancing home-centric, value-based care 2 PROPRIETARY AND CONFIDENTIAL
Slide 13: Executive Summary
Executive Summary • Combining CVS Health and Signify Health is a major step forward in enhancing care delivery for consumers • Signify Health brings a leading In-Home Health business and fast-growing Physician Enablement business • Signify Health will be operated as a distinct, payor-agnostic busine
Slide 14: Signify Health's Capabilities Will Enable CVS Health to Expand Into the Home
Signify Health’s Capabilities Will Enable CVS Health to Expand Into the Home, Accelerate in Value-Based Care • Leading provider of health risk assessments (HRAs) In-Home Services & Care with nearly 2.5 million patient home visits,in- Coordination: Network of 10,000+ person and virtual, expected in 2
Slide 15: Transaction Will Deliver on CVS Health's Vision
Transaction Will Deliver on CVS Health’s Vision to Improve Quality, Affordability, and Accessibility of Care Strategic Rationale CVS Health + Signify Health Opportunities • Enables CVS Health to enter the health risk ✔ Transform delivery of care for consumers assessment business and acquire a and pr
Slide 16: Karen Lynch, CEO, CVS Health
Karen Lynch, CEO, CVS Health 6 PROPRIETARY AND CONFIDENTIAL
Slide 17: What's Next
What’s Next 7 PROPRIETARY AND CONFIDENTIAL
Slide 18: What to expect now and after closing
What to expect now and after closing Need to operate Business As Usual • Continue to sell, support and deliver our respective products and services just as we did prior to the announcement • Maintain Signify’s operating model so we do not jeopardize financial commitments, continue to delight clients
Slide 19: Rules of the road during the review period
Rules of the road during the review period Continue to operate independently until after closing Supporting the Engaging customers Knowing what to announcement until closing position with customers 1 Follow messaging points Continue to operate Do not exchange any during any customer independently –
Slide 20: Sharing today's news
Sharing today’s news • Press release – live yesterday • Analyst call – earlier today • Social media posts – live now • Customer email – earlier today Key contacts • Phone calls to key accounts – yesterday and today Email Lynn Shepherd with any comms-related • Materials for client-facing teams -- add
Slide 21: Final thoughts
2 Final thoughts • We’ll continue to operate as two independent companies prior to closing • Must continue to: o Maintain our focus on driving the business o Serve our customers o Meet our financial commitments • More on integration and next steps after closing! 11 PROPRIETARY AND CONFIDENTIAL
Slide 22: Thank you!
Thank you! 12 PROPRIETARY AND CONFIDENTIAL
Slide 23: Cautionary Statement Regarding Forward-Looking Statements
CautionaryStatementRegardingForward-LookingStatements Thiscommunicationandanydocumentsreferredtointhiscommunicationcontainscertain“forward-lookingstatements”withinthemeaningofSection27AoftheSecuritiesActof1933,asamended,andSection21Eofthe SecuritiesExchangeActof1934,asamended,pursuanttothesafeharbor
Slide 24: All-Company Meeting Outline/Script: Welcome and Intro
Signify Health All-Company Meeting Outline/Script September 6, 2022 Kyle – Welcome and Intro Karen ● Good morning everyone! ● Coming to you live from Woonsocket, RI in the studio at CVS Health headquarters ● Sitting here with Karen Lynch, CVS Health CEO ● Super excited to introduce her to you and to
Slide 25: All-Company Meeting Outline/Script: Karen Intro
Signify Health All-Company Meeting Outline/Script September 6, 2022 Karen – Intro (no slides) ● Thank you, Kyle. What an exciting day! ● I appreciate the opportunity to talk with Signi-fires! Perfect term for a team so fired up about health. ● I have enjoyed working with Kyle and members of the deal
Slide 26: All-Company Meeting Outline/Script: Karen and Kyle conversation
Signify Health All-Company Meeting Outline/Script September 6, 2022 Karen (no slides) – camera on Karen/Kyle ● Thank you Kyle. After some initial remarks by Karen, Karen & Kyle ● I agree we both lead very passionate, purpose-driven teams. will have a conversation ● Not everyone may know who CVS Heal
Slide 27: All-Company Meeting Outline/Script: Purpose
Signify Health All-Company Meeting Outline/Script September 6, 2022 ● When you take our three core businesses together – Aetna health benefits, Caremark, our PBM and our retail pharmacies– we truly have an unmatched reach and unique platform to redefine the health care experience. ● I won’t repeat t
Slide 28: All-Company Meeting Outline/Script: People and Leadership
Signify Health All-Company Meeting Outline/Script September 6, 2022 ● Karen shares bike accident (talks about personal experience in health, disconnects and how it drove innovation) ● We know the health system needs to better meet needs of those it serves. ● And how critical it is to innovate! ● PEO
Slide 29: All-Company Meeting Outline/Script: Closing
Signify Health All-Company Meeting Outline/Script September 6, 2022 ● Closing: ● Kyle, know you have a lot to talk to your team about… ● Thank you again for inviting me to join to you today. ● I’d like to thank your team for all their hard work on the transaction – especially over a holiday weekend.
Slide 30: All-Company Meeting Outline/Script: Guidelines
Signify Health All-Company Meeting Outline/Script September 6, 2022 Kyle ● Important to follow guidelines while we are in the review process ● Reinforce our key messages with customers ● No joint client discussions ● Do not share commercially sensitive information or future plans with customers ● A
Slide 31: Cautionary Statement Regarding Forward-Looking Statements
Signify Health All-Company Meeting Outline/Script September 6, 2022 Thank all for flexibility and focus The work we are doing is positioning us for great opportunities to make an even bigger impact on people’s health in the future Cautionary Statement Regarding Forward-Looking Statements This commun
Slide 32: Additional Information and Where to Find It
Signify Health All-Company Meeting Outline/Script September 6, 2022 Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by either of them from time to time with the Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and un
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