UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 1, 2010
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State of incorporation) |
1-31719 (Commission File Number) |
13-4204626 (I.R.S. Employer Identification Number) |
200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)
(Address of principal executive offices)
Registrant’s telephone number, including area code: (562) 435-3666
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective as of May 1, 2010, Molina Healthcare, Inc. completed its acquisition of the health
information management business of Unisys Corporation. The purchase
price under the parties’ Asset Purchase Agreement was $135 million, subject to a working
capital adjustment. The purchase price was funded by a draw in the amount of $105 million under the Company’s
credit facility, with the balance funded by available cash.
The acquired health
information management business will now be operated as a
subsidiary of Molina Healthcare under the name, Molina Medicaid Solutions. Molina Medicaid Solutions will provide design, development, implementation, and business
process outsourcing solutions to state governments for their Medicaid Management Information
Systems, or MMIS. MMIS is a core tool used to support the administration of state Medicaid and
other health care entitlement programs. Molina Medicaid Solutions currently holds MMIS
contracts with the states of Idaho, Louisiana, Maine, New Jersey, and West Virginia, as well as a
contract to provide drug rebate administration services for the Florida Medicaid program.
Other than in respect of the transaction,
there are no material relationships between Molina Healthcare or any of its affiliates, directors,
or officers and Unisys.
Item 8.01. Other Events
On
May 3, 2010, Molina issued a press release announcing that it had closed on its acquisition of the health
information management business of Unisys effective as of May 1, 2010. A copy of the press release
is furnished as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | ||
| No. | Description | |
99.1 |
Press release dated May 3, 2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOLINA HEALTHCARE, INC. |
||||
| Date: May 3, 2010 | By: | /s/ Jeff D. Barlow | ||
| Jeff D. Barlow | ||||
| Vice President, Deputy General Counsel, and Assistant Corporate Secretary |
||||
EXHIBIT INDEX
| Exhibit | ||
| No. | Description | |
99.1
|
Press release dated May 3, 2010. |
Exhibit 99.1
News Release
Contact:
Juan José Orellana
|
Kathleen O’Guin | |
Investor Relations
|
Public Relations | |
(562) 435-3666
|
(562) 951-8305 |
MOLINA HEALTHCARE INTRODUCES
MOLINA MEDICAID SOLUTIONS
MOLINA MEDICAID SOLUTIONS
Company Closes Acquisition of Unisys
Medicaid Health Information Management Business
Medicaid Health Information Management Business
LONG BEACH, California (May 3, 2010) — Molina Healthcare, Inc. (NYSE:MOH) today announced that,
effective May 1, 2010, it closed on its acquisition of the Health Information Management (HIM)
business of Unisys Corporation (NYSE:UIS). HIM will operate as a subsidiary of Molina Healthcare
under the name, Molina Medicaid Solutions.
“We believe that Molina Medicaid Solutions will lay the foundation for an exciting new opportunity
for our company,” said, J. Mario Molina, MD, Molina Healthcare’s president and chief executive
officer. “Molina’s expertise in both Medicaid and in managed care gives us unique knowledge that
will enable us to deliver Medicaid health information solutions for states and to optimize
efficiency in ways that will reduce costs.”
Molina Medicaid Solutions provides design, development, implementation, and business process
outsourcing solutions to state governments for their Medicaid Management Information Systems
(MMIS). MMIS is a core tool used to support the administration of state Medicaid and other health
care entitlement programs. Molina Medicaid Solutions currently holds MMIS contracts with the
states of Idaho, Louisiana, Maine, New Jersey, and West Virginia, as well as a contract to provide
drug rebate administration services for the Florida Medicaid program.
The consideration for the acquisition was $135 million, subject to working capital adjustments.
The acquisition was funded with available cash and funds drawn under the Company’s credit facility.
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MOH Introduces Molina Medicaid Solutions
Page 2
May 3, 2010
Page 2
May 3, 2010
Conference Call
Molina Healthcare’s management will host a conference call and webcast to discuss the Company’s
earnings for the first quarter ended March 31, 2010, and the HIM acquisition, at 5:00 p.m. Eastern
time on Wednesday, May 5, 2010. The number to call for the interactive teleconference is (212)
231-2938. A telephonic replay of the conference call will be available from 7:00 p.m. Eastern time
on Wednesday, May 5, 2010, through 6:00 p.m. on Thursday, May 6, 2010, by dialing (800) 633-8284
and entering confirmation number 21462927.
A live broadcast of Molina Healthcare’s conference call will be available on the Company’s website,
www.molinahealthcare.com, or at www.earnings.com. A 30-day online replay will be available
approximately an hour following the conclusion of the live broadcast.
About Molina Healthcare
Molina Healthcare, Inc. and its health plan subsidiaries provide managed care services to persons
eligible for Medicaid, Medicare, and other government-sponsored programs for low-income families
and individuals. Molina Healthcare’s licensed health plan subsidiaries in California, Florida,
Michigan, Missouri, New Mexico, Ohio, Texas, Utah, and Washington currently serve approximately
1.45 million members. With the addition of Molina Medicaid Solutions, Molina Healthcare will also
offer health information management and business process outsourcing solutions for state Medicaid
programs. More information about Molina Healthcare can be obtained at www.molinahealthcare.com.
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