GuideWell Mutual Holding Corporation made a non-binding indication of interest to acquire Triple-S Management Corporation (NYSE:GTS) from a group of sellers for approximately $860 million on June 11, 2021. GuideWell Mutual Holding Corporation entered into an agreement to acquire Triple-S Management Corporation from Pzena Investment Management LLC and others for approximately $860 million on August 23, 2021. Under the terms of the definitive agreement, GuideWell will acquire all the outstanding shares of Triple-S Management common stock for $36.00 per share in cash. Following completion of the Transaction, Triple-S Management will operate as a wholly owned subsidiary of GuideWell and will continue to be led by its current management team which will be led by Pat Geraghty while operating under the Triple-S Management brand. GuideWell or Triple-S may be required to pay a termination fee of $17.985 million if the merger agreement is terminated under certain circumstances. GuideWell and Triple-S, together, launched the joint website www.BuildingHealthTogether.com in connection with the transaction. The transaction will be accounted for as a “purchase transaction” for financial accounting purposes.

The transaction is subject to satisfaction of normal closing conditions, including customary state and federal regulatory review and approval; approval by Triple-S Management shareholders; the expiration or termination of any applicable waiting period (including any extension thereof) under the HSR Act shall have occurred; receipt of certain specified governmental consents and approvals (including approvals from the Office of the Commissioner of Insurance of Puerto Rico, the Office of Industrial Tax Exemption of the Puerto Rico Department of Economic Development, Administracion de Seguros de Salud de Puerto Rico, the BVI Financial Services Commission and the Anguilla Financial Services Commission); and receipt of certain third-party consents and approvals. The agreement was unanimously approved by both companies' Boards of Directors. On October 1, 2021, Triple-S received conditional approval of the merger from the Puerto Rico Health Insurance Administration. On October 22, 2021, the waiting period with respect to the notification and report forms under the HSR Act expired. As of December 10, 2021, the shareholders of Triple-S Management has approved the transaction. The transaction is expected to close in the first half of 2022.

J.P. Morgan Securities LLC is serving as exclusive financial advisor to GuideWell. Minh Van Ngo and Andrew M. Wark, Jonathan J. Katz, Matthew J. Bobby, Aaron S. Cha, Margaret T. Segall, Matthew Morreale, Anthony N. Magistrale, Brian M. Budnick and Laurel R. Berkowitz of Cravath, Swaine & Moore LLP are serving as legal advisors to GuideWell. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and fairness opinion provider to Triple-S Management, and Phillip R. Mills, Kyoko Takahashi Lin, Nicholas A. Kronfeld, Ronan P. Harty, William A. Curran, Pritesh P. Shah and Brian D. Hirsch of Davis Polk & Wardwell LLP is serving as legal counsel. Manuel Rodríguez Boissén of Pietrantoni Mendez & Alvarez LLC is acting as legal advisor to Triple-S Management. Innisfree M&A Incorporated acted as proxy solicitor to Triple-S Management for a fee of $20,000. Triple-S has agreed to pay Goldman Sachs a transaction fee of approximately $11.6 million.

GuideWell Mutual Holding Corporation completed the acquisition of Triple-S Management Corporation (NYSE:GTS) from a group of sellers on February 1, 2022.