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WellCare Settles Securities Class Action


This is a settlement for the Securities/Stock Fraud lawsuit.

Tampa, FL: WellCare Health Plans, Inc announced today that it has reached an agreement on the material terms of a settlement which will resolve the claims asserted against the Company in the previously disclosed putative securities class action consolidated complaint filed against the Company.

The securities class action settlement provides, among other things, that WellCare will make cash payments to the class of $52.5 million within thirty days following the Court's preliminary approval of the settlement, and $35.0 million by July 31, 2011. The Company also will issue to the class tradable unsecured bonds having an aggregate face value of $112.5 million, with a fixed coupon of 6%. The principal portion of the bonds have a maturity date of December 31, 2016. In addition, if within three years of the agreement WellCare experiences a change in control at a share price of $30 or more, the Company will make an incremental $25.0 million payment to the class.

As a result of the agreement, the Company's current estimate for the resolution of this matter is $200 million, which has been accrued in the second quarter of 2010 at its estimated fair value of approximately $194 million. The material terms of the agreement are described in the Company's second quarter Form 10-Q, which is expected to be filed later today with the United States Securities and Exchange Commission (SEC).

The terms of the settlement will be documented in an agreement which will require approval by the United States District Court for the Middle District of Florida following notice to all class members. There can be no assurance that the settlement will be finalized and approved, and the actual outcome of this matter may differ materially from the terms of the settlement.

In addition to the securities class action settlement, on June 24, 2010, WellCare announced it had reached a preliminary settlement with the Civil Division of the United States Department of Justice and the Civil Divisions of the United States Attorneys' Offices for the Middle District of Florida and Connecticut to settle their pending inquiries. In May 2009, the Company resolved investigations by the United States Attorney's Office for the Middle District of Florida, the Florida Attorney General's Office and the SEC.

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Published on Aug-9-10


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