SAN JUAN, Puerto Rico, Dec. 8 Triple-SManagement Corporation (NYSE: GTS), the largest managed care company in PuertoRico, today announced that it has converted seven million issued andoutstanding Class A shares into Class B shares effective immediately, inconjunction with the expiration of the lockup agreements signed by holders ofClass A shares at the time of the Company's initial public offering. It isexpected that the newly converted Class B shares will gradually becometradable in the public market over the following weeks, as Class Ashareholders surrender their certificates and complete the conversion process.This conversion will not affect the total outstanding common stock of theCompany, which remains at approximately 32.15 million shares.
In addition, the Company's $40 million share repurchase program, whichwill use available cash and was authorized by the Board of Directors in lateOctober 2008, will commence immediately. It will be conducted through open-market purchases and privately-negotiated transactions of Class B shares only,in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, asamended. The program is designed to maximize the EPS benefit of therepurchases, while anticipating the liquidity expectations that the holders ofnewly converted Class B shareholders may have. The timing and extent of anypurchases under the program will depend on market conditions, the tradingprice of our shares and other considerations, and the program may be suspendedor terminated at any time.
It should be noted that approximately nine million Class A shares remainoutstanding and will not be converted to Class B shares until the earlier ofthe date that all potential claims specified in our articles of incorporationare resolved or five years from the date of our initial public offering(December 6, 2012). In either case, the Board of Directors must approve theconversion of the remaining Class A shares. Class A shares do not trade on apublic market.
"The Class A share conversion has always been a component of our corporatestrategy, enabling us to simplify our capital structure and increase ourpublic float," said Ramon M. Ruiz-Comas, President and Chief ExecutiveOfficer. "Moreover, our solid balance sheet allows us to buy back shareswithout compromising our ability to fund our various business initiatives."Ruiz-Comas added, "We firmly believe that repurchasing stock at current pricelevels demonstrates confidence in both our corporate strategic vision andfuture growth prospects."
About Triple-S Management Corporation
Triple-S Management Corporation is an independent licensee of the BlueCross Blue Shield Association. It is the largest managed care company inPuerto Rico, serving approximately 1.2 million members, or about 30% of thepopulation, and has the exclusive right to use the Blue Shield name and markthroughout the country. With more than 45 years of experience in the industry,Triple-S Management offers a broad portfolio of managed care and relatedproducts in the commercial, Medicare, and Reform markets under the Blue Shieldbrand. In addition to its managed care business, Triple-S Management providesnon-Blue Shield branded life and property and casualty insurance in PuertoRico. The Company is the largest provider of life, accident, and healthinsurance and the fourth largest provider of property and casualty insurancein its market.
SOURCE Triple-S Management Corporation