Unassociated Document
Free
Writing Prospectus
Filed
Pursuant to Rule 433
Registration
Statement No.: 333-142402
The
following article regarding Triple-S Management Corporation’s filing of a
registration statement on Form S-1 (File No. 333-142402) with the SEC on April
27, 2007 in connection with a proposed initial public offering was published
by
El
Nuevo Día
newspaper
on April 28, 2007. (The article was published in Spanish and has been translated
into English for this free writing prospectus). Triple-S Management Corporation
(“TSM”) does not endorse any of the opinions expressed in this article (other
than any opinion expressed by any representative of TSM which is expressly
quoted and attributed to such representative in the article) regarding the
proposed initial public offering or any other issues discussed in this article
and does not make any representations as to the accuracy of such opinions.
Certain factual misstatements contained in the article are corrected by
bracketed language that follows each such misstatement.
Triple-S
makes its way to Wall Street
The
company is engaged in a process that will make it the first Puerto Rico
insurance company to be traded on the stock markets.
BY
JOANISABEL GONZÁLEZ
joanisabelgonzález@elnuevodia.com
TRIPLE-S
MANAGEMENT CORPORATION filed documentation yesterday with the Securities and
Exchange Commission stating its intent to begin an initial public offering
of
stock and thus become a public company.
The
move
comes one day after the insurance company declared a split of its outstanding
shares.
According
to the pre-prospectus filed yesterday, Triple-S intends to be listed on the
New
York Stock Exchange (NYSE). As of today, the Class B common shares will be
traded under the symbol GTS.
Since
the
process is in an advanced stage, El Nuevo Día learned that the insurance company
may join the NYSE as early as the third quarter of this year. Credit Suisse
and
UBS Financial Services are managing the transaction.
If
the SEC
approves the company’s request and the board of directors endorses the IPO -
which, among other things, will help it raise more capital - Triple-S would
be
the first Puerto Rico insurance company to be traded on the stock
markets.
In
turn,
it would be the first non-banking company to join the Puerto Rico Stock Index
(PRSI), after Margo Caribe was removed from the market in October of last
year.
The
document filed with the SEC yesterday shows that Triple-S will present itself
to
the stock market as a managed care company which holds 25% of that market in
Puerto Rico, with complementary businesses in the life, disability, property
and
casualty lines.
The
report, which contains a financial x-ray of the corporation, reveals that at
December 31, 2006, Triple-S had $1.511 billion in net earned premiums, versus
$1.380 billion in 2005. The corporation’s net earnings after taxes were $54.5
million for 2006, versus $28.4 million in 2005.
As
of the
same date, the insurance company’s net tangible book value was $342.6 million,
or $38,447 per share. There are a total of 8,911 outstanding
shares.
Hence,
the
need for a split of the insurance company’s outstanding shares, explained
Triple-S Chief Financial Officer, Juan José Román.
Triple-S
chose to split the stock at a ratio of 3,000 to one, after the board of
directors approved that transaction this week. After the split, which will
be
made in the form of a stock dividend, there will be 26,733,000 outstanding
shares and the net tangible book value will be $12.82. [There would have been
26,733,000 post-split shares outstanding as of December 31, 2006. The post-split
net tangible book value would have been $12.82 per share as of December 31,
2006.]
According
to Román, the stock split is part of the transformation process that the
insurance company is undergoing to become a public company.
He
explained that it will not only make it feasible to determine a reasonable
price
per share when the time comes, but also provide the most appropriate way for
the
insurance company’s 1,700 stockholders to manage, transfer or sell the stake
they hold in the company. [At
December 31, 2006, there were 1,776 holders of record of TSM common
stock.]
When
asked
about Triple-S’s decision to become a public company at a time when several
local banking institutions have been bombarded with restatements and
investigations, the Chairman of the Board, Wilmer Rodríguez, stated that the
organization’s board has been preparing during recent years to continue to
assertively perform its fiduciary duty.
“We
have
been preparing for this process for a few years; therefore, I can say that
the
board is rather far along,” said Rodríguez, who added that the increased
regulation and public oversight are part of the price of transforming the
corporation.
For
his
part, Triple-S CEO Ramón Ruíz Comas said that the insurance company has slowly
and carefully prepared for its entry into the stock market.
Both
Román
and Ruíz Comas declined to comment on the process that will have to be followed
now that they have filed the petition with the SEC, and refused to say when
Triple-S will ring the bell on Wall Street.
In
addition, El Nuevo Día asked Ruíz Comas about the acquisition of La Cruz Azul de
Puerto Rico, something that has been the subject of much speculation in health
sector-related circles, but the executive also declined to comment on the
matter.
“We
are
assessing all business opportunities that present themselves,” Ruíz Comas
said.
According
to El Nuevo Día’s sources, Triple-S has been negotiating with La Cruz Azul de
Puerto Rico, but the possibility of an acquisition depends in large part on
approval from the Commissioner of Insurance.
TSM
has filed a registration statement (including a prospectus) with the SEC for
the
offering to which this communication relates. Before you invest, you should
read
the prospectus in that registration statement and other documents TSM has filed
with the SEC for more complete information about TSM and this offering. You
may
get these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov.
Alternatively, TSM, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus if you request it by calling toll-free
1-800-221-1037.
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