Proposed Acquisition of Control of Dean by SSM Health Care Corp.

​​​Last Updated: August 28, 2013

Information on the Proposed Acquisition of Control of Dean Health Insurance, Inc. (DHI) and Dean Health Plan, Inc. (DHP) (collectively, the Wisconsin Domestic Insurers) ​by SSM Health Care Corporation and FPP, Inc. (collectively, the Applicants)

On June 18, 2013, SSM Health Care Corporation (SSM) and FPP, Inc. (FPP) filed a plan to acquire control of the above-referenced domestic insurers, pursuant to the terms of an April 15, 2013, Agreement and Plan of Merger (the Merger Agreement) between the parties. DHI is a Wisconsin stock health insurance corporation owned by Dean Health Systems, Inc. (DHS), a Wisconsin multi-specialty physician group, and SSM Health Care Corporation (SSM), a Missouri-based nonprofit multi-state health care system. DHS owns 52.632% and SSM owns 47.368% of the common stock of DHI. DHP is a Wisconsin stock health insurance corporation and a wholly owned subsidiary ofDHI.

The ultimate acquiring party in this transaction is SSM, acting through its direct wholly owned subsidiary, FPP, Inc., and FPP's direct wholly owned subsidiary, FPP Acquisition Corporation (Merger Sub). FPP is a Missouri corporation and Merger Sub is a Wisconsin corporation.

The Applicants intend to acquire sole control of DHI and DHP, subject to all required regulatory approvals, including the approval of this Form A by the Commissioner of Insurance for the state of Wisconsin (the Commissioner), pursuant to the terms of the Agreement and Plan of Merger dated April 15, 2013, by and among DHS, FPP, Merger Sub, and Synergy SR, LLC, a Wisconsin limited liability company (Shareholders' Representative), whereby Merger Sub will be merged with and into DHS (the Merger), with DHS being the surviving corporation (the Surviving Corporation). After the Merger Agreement is consummated, SSM will control all of the outstanding shares of DHS and thereby obtain sole, indirect control of DHI and DHP by acquiring DHS's 52.632% interest in DHI(the Acquisition).

As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The time of the hearing has not yet been scheduled. Review of the application is continuing.

Notations on Accessing Information

Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' Web site at http://www.naic.org/cis/.

Application Material Filed on June 18, 2013

• Cover letter to Rebecca Easland, Bureau Director, Bureau of Financial Analysis and Examinations, OCI, from Anne Ross, Foley & Lardner LLP, dated June 18, 2013
• Table of Contents
• Form A - Statement Regarding the Acquisition of Control or Merger with a Domestic Insurer, dated June 18, 2013
  • Exhibit 1: Agreement and Plan of Merger
  • Exhibit 2(c)(i): List of Entities Affiliated with the Applicants prior to the Acquisition
  • Exhibit 2(c)(ii): List of Entities Affiliated with the Applicants Showing the Effect of the Acquisition
  • Exhibit 3: Biographical Affidavits of the officers and directors of SSM and FPP [REDACTED]
  • Exhibit 4: Nature, Source and Amount of Consideration [REDACTED]
  • Exhibit 5-A(i): Amendments to Articles of Incorporation of DHI
  • Exhibit 5-A(ii): Amended and Restated Bylaws of DHI
  • Exhibit 5-A(iii): Amendment to Articles of Incorporation for DHP
  • Exhibit 5-A(iv): Amended and Restated Bylaws of DHP
  • Exhibit 12-A: Financial Statements of the Applicants and their Affiliates (Previous 5 Fiscal Years)
  • Exhibit 12-B: Financial Statements of the Applicants and their Affiliates (Unaudited Q1 2013 Statement)

Letter from OCI dated July 11, 2013

• Letter to attorney Anne Ross, Foley & Lardner LLP, from Kristin Forsberg, OCI Licensing Specialist, dated July 11, 2013 [REDACTED]​

Response Letter dated July 23, 2013

• Letter to Kristin Forsberg, OCI Licensing Specialist, from attorney Anne Ross, Foley & Lardner LLP, dated July 23, 2013 [REDACTED]

Hearing Notice

• Hearing scheduled for August 27, 2013

OCI Recommendation Memorandum

• Recommendation Memorandum by Kristin Forsberg, OCI, dated July 24, 2013

List of Exhibits

• List of Exhibits

Final Decision

• ​Final Decision, Dated August 28, 2013