WellCare and Universal American Announce Early Termination of Hart-Scott-Rodino Waiting Period for WellCare’s Proposed Acquisition of Universal American

TAMPA, Fla. & WHITE PLAINS, N.Y.–(BUSINESS WIRE)–WellCare Health Plans, Inc. (NYSE:WCG) and Universal American Corp.
(NYSE:UAM) announced today the early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) for
WellCare’s proposed acquisition of Universal American Corp.

Termination of the HSR Act waiting period satisfies one of the
conditions to the closing of the transaction. The transaction, which is
expected to close in the second quarter of 2017, remains subject to
other closing conditions, including approval by Universal American’s
stockholders and other customary closing conditions, including
regulatory approvals.

About WellCare Health Plans, Inc.

Headquartered in Tampa, Fla., WellCare Health Plans, Inc. (NYSE: WCG)
focuses exclusively on providing government-sponsored managed care
services, primarily through Medicaid, Medicare Advantage and Medicare
Prescription Drug Plans, to families, children, seniors and individuals
with complex medical needs. The company served approximately 3.8 million
members nationwide as of September 30, 2016. For more information about
WellCare, please visit the company’s website at www.wellcare.com.

About Universal American Corp.

Universal American (NYSE: UAM), through our family of healthcare
companies, provides health benefits to people covered by Medicare. We
are dedicated to working collaboratively with healthcare professionals,
especially primary care physicians, in order to improve the health and
well-being of those we serve and reduce healthcare costs. For more
information on Universal American, please visit our website at www.UniversalAmerican.com.

Additional Information and Where to Find It

This filing may be deemed to be solicitation material in respect of the
transaction. In connection with the transaction, Universal American
plans to file with the SEC and furnish to Universal American’s
shareholders a proxy statement and other relevant documents. BEFORE
MAKING ANY VOTING DECISION, UNIVERSAL AMERICAN’S SHAREHOLDERS ARE URGED
TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO
THE MERGER. Universal American’s shareholders will be able to obtain a
free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov.
In addition, Universal American’s shareholders may obtain a free copy of
Universal American’s filings with the SEC from Universal American’s
website at http://www.universalamerican.com
or by directing a request to Universal American at Universal American,
44 South Broadway, Suite 1200, White Plains, NY 10601-4411.

Participants in the Solicitation

The directors, executive officers and certain other members of
management and employees of Universal American and the directors,
executive officers and certain other members of management and employees
of WellCare may be deemed “participants” in the solicitation of proxies
from shareholders of Universal American in favor of the transaction.
Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the shareholders of
Universal American in connection with the transaction will be set forth
in the proxy statement and other relevant documents to be filed with the
SEC. You can find information about Universal American’s executive
officers and directors in Universal American’s Annual Report on Form
10-K for the fiscal year ended December 31, 2015 and in Universal
American’s definitive proxy statement filed with the SEC on Schedule
14A. You can find information about WellCare’s executive officers and
directors in WellCare’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015 and in WellCare’s definitive proxy statement
filed with the SEC on Schedule 14A.

Cautionary Statement Regarding Forward-Looking Statements

This report and oral statements made from time to time by executive
officers of WellCare or Universal American may contain “forward-looking”
statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995, known as the PSLRA. Such statements that are not historical
facts are hereby identified as forward-looking statements and intended
to be covered by the safe harbor provisions of the PSLRA and can be
identified by the use of the words “believe,” “expect,” “predict,”
“project,” “potential,” “estimate,” “anticipate,” “should,” “intend,”
“may,” “will,” and similar expressions or variations of such words, or
by discussion of future financial results and events, strategy or risks
and uncertainties, trends and conditions in WellCare’s or Universal
American’s business and competitive strengths, all of which involve
risks and uncertainties.

Many factors could cause actual future events to differ materially from
the forward-looking statements in this communication, including but not
limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect WellCare’s business
or Universal American’s business and the price of the common stock of
WellCare or the common stock of Universal American, (ii) the failure to
satisfy the conditions to the consummation of the transaction, including
the adoption of the merger agreement by the stockholders of Universal
American and the receipt of certain governmental and regulatory
approvals, (iii) the parties may be unable to achieve expected synergies
and operating efficiencies in the merger within the expected time frames
or at all and to successfully integrate Universal American’s operations
into those of WellCare, (iv) the transaction may not result in the
accretion to WellCare’s earnings or other benefits expected to be
achieved from the transactions, (v) such integration may be more
difficult, time consuming or costly than expected, (vi) revenues
following the transaction may be lower than expected, (vii) the
occurrence of any event, change or other circumstance that could give
rise to the termination of the merger agreement, (viii) the effect of
the announcement or pendency of the transaction on WellCare and/or
Universal American’s business relationships, operating results, and
business generally, risks related to the proposed transaction disrupting
current plans and operations of WellCare and/or Universal American and
potential difficulties in Universal American’s employee retention as a
result of the transaction, (ix) risks related to diverting management’s
attention from WellCare and/or Universal American’s ongoing business
operations, (x) the outcome of any legal proceedings that may be
instituted against WellCare and/or Universal American, its officers or
directors related to the merger agreement or the transaction, (xi) the
possibility that competing offers or acquisition proposals for Universal
American will be made, (xii) WellCare’s progress on top priorities such
as improving health care quality and access, ensuring a competitive cost
position, and delivering prudent, profitable growth, (xiii) WellCare’s
ability to access capital and (xiv) WellCare’s ability to comply with
the terms of the Corporate Integrity Agreement.

Where, in any forward-looking statement, WellCare, Universal American or
their respective members of management expresses an expectation or
belief as to future results or actions, there can be no assurance that
the statement of expectation or belief will result or be achieved or
accomplished. WellCare’s and Universal American’s actual results may
differ materially from their respective expectations, plans or
projections. Forward-looking statements are only predictions and
estimates, which are inherently subject to risks, trends and
uncertainties, many of which are beyond WellCare’s and Universal
American’s ability to control or predict with accuracy and some of which
might not even anticipate. There can be no assurance that we will
achieve WellCare’s and Universal American’s expectations and neither
WellCare nor Universal American do assume responsibility for the
accuracy and completeness of the forward-looking statements. Future
events and actual results, financial and otherwise, may differ
materially from the results discussed in the forward-looking statements
as a result of many factors, including the risk factors described in the
risk factor section of WellCare’s and Universal American’s SEC reports,
respectively. Other unknown or unpredictable factors could also have
material adverse effects on future results, performance or achievements
of WellCare and/or Universal American.

All forward-looking statements included in this report are based upon
information available to WellCare and Universal American as of the date
of the report, and we assume no obligation to update or revise any such
forward-looking statements.

Contacts

WellCare Investors:
Angie McCabe, 813-206-6958
Vice
President, Investor Relations
angie.mccabe@wellcare.com
or
Universal
American Investors:
Adam C. Thackery, 914-597-2939
Chief
Financial Officer
or
WellCare Media:
Crystal
Warwell Walker, 813-206-2697
Senior Director, External
Communications
crystal.walker@wellcare.com
or
Universal
American Media:
The Equity Group Inc.
www.theequitygroup.com
Fred
Buonocore, (212) 836-9607