Healthways CEO Ben Leedle on Tuesday passed on to his employees word of the wellness company's ceasefire with activist investment fund North Tide Capital. Calling the deal to give North Tide three board seats a "positive outcome," he also took time to point out that he — a prime target of North Tide manager Conan Laughlin — and other senior executives will stay in their jobs.
In addition, Leedle described the Strategic Review Committee that will soon be formed as having the goal "to assure that the board and management remain aligned on the company strategy." That's an interesting — and, given Laughlin's calls for big changes, perhaps somewhat optimistic — spin on the language contained in the standstill agreement, which says "the purpose of the Strategic Review Committee shall be to review, evaluate and make recommendations to the Board regarding the Company's business strategy."
Here's a copy of Leedle's email:
North Tide Capital, the hedge fund taking aim at the Healthways board of directors, has updated its presentation to investors. The new version is beefed up with more questions about the company's investments in (and revenues from) initiatives such as MeYou Health, the Dean Ornish lifestyle management program and the Blue Zones partnership with Gallup. The new presentation — view it here and compare it to the old one here — strikes a tone that is softer at times but as strident as before in other places, especially in terms of the Healthways board's unconditional backing of CEO Ben Leedle and his strategies.
Some items that caught our eye:
• Addressing the company's insistence that its Silver Sneakers senior fitness program is a way to leverage costs across the company, North Tide manager Conan Laughlin says "Silver Sneakers funds a giant, money-losing science experiment."
• Tipping his hat to the board for disclosing that Healthways' international business posted a 2013 EBITDA of $3 million, Laughlin then turns around to say that means "the non-Silver Sneakers business loses more money than we had thought."
• North Tide quotes a note from Dougherty & Co. analyst Brooks O'Neil that thinks out loud about director candidate Mac Crawford becoming not just executive chairman if elected, but also filling the CEO seat now held by Leedle.
The investment managers at Wells Fargo & Co. have been sellers of Healthways shares so far in 2014. In a filing with the Securities and Exchange Commission, Wells says it owned almost 1.55 million shares on April 30, down from almost 1.9 million at the end of 2013. The sales comes as Healthways shares (Ticker: HWAY) have climbed almost 20 percent year to date and leave Wells with a stake of 4.4 percent in the company, which is facing a stiff board challenge from hedge fund North Tide Capital. Shareholders will vote on four director spots late next month.
SEE ALSO: More info on the definitive proxy statement Healthways filed Tuesday
The board and management of Healthways have responded at length to the proxy challenge mounted by North Tide Capital hedge fund manager Conan Laughlin, who wants big changes at the company and is pushing for four board seats at its upcoming shareholders' meeting. Healthways leaders say Laughlin's ideas to spin out SilverSneakers and shut down international operations suggest he doesn't truly understand the company's business. Also among the components is a defense of the vision of CEO Ben Leedle, whom Laughlin wants to boot out, and letters of support from two big customers.
Healthways investors will vote June 24 on the North Tide proposals. The company's shares (Ticker: HWAY) closed Wednesday trading at $17.88 and have risen 16 percent so far this year.
Shares of Healthways are up more than 11 percent in late-morning trading Friday after the company reported its first-quarter earnings and said it has signed up a Fortune 100 company. The move is being supported by two upgrades from analysts following the wellness services company: Michael Petusky at Noble Financial upgraded the stock to 'buy' from 'hold' and lifted his target to $21 from $12 while Thomas Carroll at Stifel Nicolaus raised his target from $17 to $21.
At about 10:50 a.m., shares of Healthways (Ticker: HWAY) were up 11.6 percent to $17.95, their highest point since early October. With more than 1 million shares already changing hands, volume was already 2.5 times the daily average. The stock is up about 17 percent year to date.
The consulting arm of the American Hospital Association has given its stamp of approval to the population health management program developed by Healthways. In doing so, AHA Solutions officials cited a pilot study that showed a 44 percent drop in self-pay readmissions.