Metropolitan Health Networks, Inc. to Acquire Continucare Corporation for $6.25/Share Plus 0.0414 MDF Stock

Metropolitan Health Networks

and Continucare Corporation

announced jointly today that they have entered into a definitive merger agreement whereby Metropolitan will acquire Continucare in a cash and stock transaction valued at approximately $416 million at the time of announcement. The transaction will create a company that provides care to over 68,000 Medicare Advantage and Medicaid customers. The combined company will own 31 primary care medical practices, utilize a network of more than 250 contracted, independent, primary care practices, and will operate in 18 Florida counties, including the Daytona, Miami, Ft. Lauderdale, West Palm Beach, and Tampa metropolitan areas. Under the terms of the merger agreement, each share of Continucare common stock will receive $6.25 per share in cash, and 0.0414 of a share of Metropolitan common stock, which, based upon the share price at the time of announcement, is equal to approximately $0.20. The exact value of the consideration per share will depend on Metropolitan's share price at closing. Metropolitan expects to issue approximately 2.7 million shares in connection with the pending transaction.