Humana Recommends Rejection of "Mini-Tender" Offer

Humana

has received notice of an unsolicited “mini-tender” offer made by TRC Capital Corporation (TRC) to purchase up to 1,500,000, or approximately 0.77 percent, of the Company's issued and outstanding common shares. The offer price of $71.00 per share was 4.76 percent below the $75.33 closing price of Humana's common shares on the New York Stock Exchange (NYSE) on October 11, 2012, the day prior to commencement of the offer. The offer by TRC is also subject to numerous conditions. Humana is not associated with TRC, this mini-tender offer or the offer documentation. Humana does not endorse the offer and recommends against stockholders tendering their shares in response to this offer. TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, are third-party offers that seek to acquire less than 5 percent of a company's outstanding shares. These offers avoid many of the investor protections afforded for large tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC), and other procedures required by U.S. securities laws. Humana recommends that stockholders who have not responded to the TRC offer take no action. Humana further recommends that stockholders who have already tendered shares in TRC's offer withdraw their shares by providing the written notice described in the TRC offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. Eastern time on Friday, November 9, 2012. Humana urges stockholders to obtain current market quotations for their shares, review the conditions to the offer, and consult with their broker or financial adviser.