The head of Universal American Financial Corp. and a group of investors are offering to buy the senior products company for $18.15 per share in cash.
Richard A. Barasch is the chairman and chief executive officer of Universal American, Rye Brook, N.Y., and the Universal American board says the investor team includes Capital Z Partners Ltd., New York; Lee Equity Partners L.L.C., New York; Perry Capital L.L.C., New York; and Welsh, Carson, Anderson & Stowe X L.P., New York.
Universal American sells Medicare supplement insurance and other products to older consumers, and it also operates a senior insurance products administration business.
The price of Universal American shares closed at $16.18 Tuesday.
Bruce Murphy, a Vero Beach, Fla., securities lawyer, and Ademi & O’Reilly L.L.P., Cudahy, Wis., a securities law firm, have been posting messages on Internet message boards offering to represent Universal American shareholders who are unhappy with the price of Barasch’s offer.
The Universal American board notes in an announcement of the receipt of the offer that Barasch and other members of his team now hold about 48% of the company’s outstanding shares of common stock.
The Barasch team still has to obtain financing for its offer, and the deal also would be subject to the negotiation and execution of definitive transaction agreements on “mutually acceptable terms,” according to the Universal American board.
The Universal American board says it has established a special committee consisting of 4 independent directors to evaluate the Barasch proposal and “any strategic alternatives to the proposal that may be available to Universal American.”
A unit of Citigroup Inc., New York, will be the special committee’s financial advisor.
“Universal American cautions its shareholders and others considering trading in its securities that its board of directors has just received the proposal, and that the process of considering the proposal is only in its beginning stages,” the board says. “The special committee has not made a determination whether a transaction is in the best interests of Universal American and its shareholders or whether Universal American should pursue any available alternative to the proposal.”