Humana and Metropolitan advise investors to read the following documents as filed by the respective companies with the SEC for further discussion both of the risks they face and their respective historical performance:
- Form 10-Ks for the year ended December 31, 2011;
- Form 10-Qs for the quarters ended March 31, 2012 and June 30, 2012;
- Form 8-Ks filed during 2012.
In addition to the foregoing, Metropolitan investors and others are cautioned that (i) Metropolitan and Humana may not be able to complete the proposed transaction on the terms summarized above or other acceptable terms, or at all, due to a number of factors, including but not limited to as a result of the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, and Metropolitan will incur significant fees and expenses regardless of whether the merger is consummated; (ii) if the merger is not consummated under certain specified circumstances, Metropolitan may be required to pay Humana a termination fee plus reimbursement for fees and expenses and (iii) the consummation of the merger is subject to the receipt of all required regulatory approvals and the satisfaction of the closing conditions to the proposed merger, including approval of the pending transaction by the shareholders of Metropolitan.
Additional Information about this Transaction
In connection with the pending transaction with Humana, Metropolitan will file with the SEC a proxy statement. Metropolitan will mail the definitive proxy statement to its shareholders. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT REGARDING THE PENDING TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement (when available) and other related documents filed by Metropolitan with the SEC at the SEC’s website at www.sec.gov. The proxy statement (when available) and the other documents filed by Metropolitan with the SEC may also be obtained for free by accessing Metropolitan’s website at www.metcare.com and clicking on the “Investors” link then clicking on the link for “SEC Filings”.Copies of the proxy statement and the filings with the SEC that will be incorporated by reference in the proxy statement can also be obtained, free of charge, by directing a request to Metropolitan, 777 Yamato Road, Suite 510, Boca Raton, Florida 33431 Attention: Al Palombo.