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As filed with the Securities
    and Exchange Commission on July 21, 2011
 
 
 Registration
    No. 333-175433
 
 
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    
   Amendment No. 1 to
 
 Form S-4REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
      METROPOLITAN HEALTH NETWORKS,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
      Florida

8050

65-0635748(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)       777 Yamato Road,
    Suite 510
    Boca Raton, Florida 33431
    Telephone:
    (561) 805-8500 (Address, Including
    Zip Code, and Telephone Number, Including Area Code, of
    Registrants Principal Executive Offices)
  Michael M. Earley
    Chief Executive Officer
    777 Yamato Road, Suite 510
    Boca Raton, Florida 33431
    Telephone:
    (561) 805-8500 (Name, Address,
    Including Zip Code, and Telephone Number, Including Area Code,
    of Agent for Service)
  Copies to:
  David Wells, Esq.
    Jason Simon, Esq.
    Greenberg Traurig, P.A.
    333 Avenue of the Americas, Suite 4400
    Miami, Florida 33131
    Telephone:
    (305) 579-0500
    Fax:
    (305) 579-0717

Richard C. Pfenniger, Jr.
    Chairman and Chief Executive Officer
    Continucare Corporation
    7200 Corporate Center Drive, Suite 600
    Miami, Florida 33126
    Telephone: (305) 500-2000
    Fax: (305) 500-2104

Teddy Klinghoffer, Esq.
    Michael Francis, Esq.
    Akerman Senterfitt
    One S.E. Third Avenue, 25th Floor
    Miami, Florida 33131
    Telephone: (305) 374-5600
    Fax: (305) 374-5095   Approximate date of commencement of proposed sale to
    public:
  o
  o
  o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
    Rule 13e-4(i) o
  Rule 14d-1(d) o
  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act, or until this Registration Statement
    shall become effective on such date as the Securities and
    Exchange Commission, acting pursuant to said Section 8(a),
    may determine.




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The
information in this proxy statement/prospectus is not complete
and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission, of which this document is a part, is effective. This
proxy statement/prospectus is not an offer to sell these
securities, and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.  
   SUBJECT TO COMPLETION, DATED
    JULY 21, 2011
 
  PRELIMINARY
    PROXY STATEMENT/PROSPECTUS
  
   MERGER
    PROPOSED  YOUR VOTE IS VERY IMPORTANT
           Accordingly, the Continucare
    Board unanimously recommends that Continucare shareholders vote
    FOR the approval of the merger agreement.
  We urge you to read this proxy
    statement/prospectus, and the documents incorporated by
    reference into this proxy statement/prospectus, carefully and in
    their entirety. In particular, we urge you to read carefully
    Risk Factors beginning on page 24
    -s- Richard C. Pfenniger
    Richard C. Pfenniger, Jr.
    Chairman, Chief Executive Officer and President
    Continucare Corporation

-s- Michael M. Earley
    Michael M. Earley
    Chairman and Chief Executive Officer
    Metropolitan Health Networks, Inc.    Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of the merger
    described in the proxy statement/prospectus or the securities to
    be issued pursuant to the merger or passed upon the adequacy or
    accuracy of this proxy statement/prospectus. Any representation
    to the contrary is a criminal offense.




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REFERENCES
    TO ADDITIONAL INFORMATION
    www.sec.gov
  www.continucare.com www.metcare.com
    Continucare
    Corporation
    7200 Corporate Center Drive, Suite 600
    Miami, Florida 33126
    Telephone:
    (305) 500-2000
    Metropolitan
    Health Networks, Inc.
    777 Yamato Road, Suite 510
    Boca Raton, Florida 33431
    Telephone:
    (561) 805-8500
 
  If you would like to request documents, please do so by
    August 12, 2011 in order to receive them before the
    Continucare special meeting.




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CONTINUCARE
    CORPORATION7200 Corporate Center Drive,
    Suite 600
    Miami, Florida 33126
    Telephone:
    (305) 500-2000
 
  NOTICE OF SPECIAL MEETING OF
    SHAREHOLDERS
  TO BE HELD ON
  August 22, 2011
 
   
  NOTICE IS HEREBY GIVEN
 
  1.
    a proposal to approve the Agreement and Plan of Merger, dated as
    of June 26, 2011, among Metropolitan Health Networks, Inc.,
    which is referred to as Metropolitan, CAB Merger
    Sub, Inc., a wholly owned subsidiary of Metropolitan formed for
    the purpose of the merger, and Continucare, which is referred to
    as the merger agreement, a copy of which is attached
    to Annex A to the accompanying proxy
    statement/prospectus, pursuant to which Continucare will become
    a wholly owned subsidiary of Metropolitan; and2.
    a proposal to approve an adjournment of the Continucare special
    meeting, if necessary, to solicit additional proxies in favor of
    the foregoing proposal.  FOR FOR
    Annex A
  Annex F
  Your vote is very important. However,
    if you do not return or submit your proxy or vote in person at
    the Continucare special meeting, the effect will be the same as
    a vote against the merger agreement.
    
 Fernando L. Fernandez
 Senior Vice President  Finance, Chief Financial
    Officer, 
    Treasurer and Secretary
    YOUR VOTE IS VERY IMPORTANT.
    Please complete, date, sign and return your proxy card(s) at
    your earliest convenience so that your shares are represented at
    the Continucare special meeting.




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TABLE OF
    CONTENTS
   
 
 QUESTIONS AND ANSWERS ABOUT THE CONTINUCARE
    SPECIAL MEETING OF SHAREHOLDERS AND THE MERGER


1The Merger


1The Special Meeting


4SUMMARY


7The Companies


7Risk Factors


8The Merger


8Continucares Reasons for the Merger


9Metropolitans Reason for the Merger


10The Continucare Special Meeting


10Interests of Continucare Directors and Executive
    Officers in the Merger


11Voting Agreement


11Exclusivity Agreement


11Board of Directors and Management of Metropolitan
    Following the Merger


12Listing of Metropolitan Common Stock Issued for
    Share Consideration; 
    De-listing and Deregistration of Continucare Common Stock


12Litigation Related to the Merger


12Conditions to Completion of the Merger


12Regulatory Approvals Required for the Merger


13Termination of the Merger Agreement


13Termination Fees and Expenses


15Material United States Federal Income Tax
    Consequences


15Accounting Treatment


15Comparison of Rights of Shareholders


16Continucare Shareholders Rights of
    Appraisal


16FINANCIAL SUMMARY


17Selected Historical Consolidated Financial Data
    of Continucare


17Selected Historical Consolidated Financial Data
    of Metropolitan


18Selected Unaudited Pro Forma Condensed Combined
    Financial Information


19UNAUDITED COMPARATIVE PER SHARE INFORMATION


21COMPARATIVE MARKET PRICE DATA AND DIVIDENDS


22COMPARATIVE MARKET VALUE INFORMATION


23RISK FACTORS


24Risks Related to the Merger


24Risks Related to the Combined Company if the
    Merger is Completed


28CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
    STATEMENTS


31THE MERGER


33Overview


33Merger Consideration


33Ownership of Metropolitan After the Merger


33Background of the Merger


33Continucares Reasons for the Merger


42




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Recommendations of the Continucare Board


45Continucare Forecasts Reviewed by the Continucare
    Board


46Opinions of Continucares Financial
    Advisors


49Interests of Continucare Directors and Executive
    Officers in the Merger


61Stock Ownership of Directors and Executive
    Officers of Continucare


63Voting Agreement


63Exclusivity Agreement


64Metropolitans Reasons for the Merger


64Opinion of Metropolitans Financial
    Advisor


68Regulatory Approvals Required for the Merger


77Financing Relating to the Merger


77Litigation Related to the Merger


79Listing of Metropolitan Common Stock Issued for
    Share Consideration; De-listing and Deregistration of
    Continucare Common Stock


79Board of Directors and Management of Metropolitan
    Following the Merger


79Dividend Policy of Metropolitan Following the
    Merger


79Continucare Shareholders Rights of
    Appraisal


80Accounting Treatment


83MATERIAL UNITED STATES FEDERAL INCOME TAX
    CONSEQUENCES


84U.S. Holders


84Non-U.S.
    Holders


85Information Reporting and Backup Withholding


87THE MERGER AGREEMENT


88The Merger; Closing


88Articles of Incorporation and Bylaws of the
    Surviving Corporation


89Directors and Officers of the Surviving
    Corporation


89Merger Consideration


89Fractional Shares


89Exchange Procedures


89Exchange of Shares


90Lost Stock Certificates


90Effect of the Merger on Continucares Stock
    Options


90Representations and Warranties


91Covenants and Agreements


93Conditions to Completion of the Merger


102Termination of the Merger Agreement


104Termination Fees and Expenses


105Amendments, Extensions and Waivers


107THE CONTINUCARE SPECIAL MEETING


108Overview


108Date, Time and Place of the Continucare Special
    Meeting


108Purposes of the Continucare Special Meeting


108Continucare Board of Directors Recommendation


108Record Date; Outstanding Shares;
    Shares Entitled to Vote


108Quorum


109ITEM 1  PROPOSAL TO APPROVE
    THE MERGER AGREEMENT


109 
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ITEM 2  PROPOSAL TO APPROVE
    AN ADJOURNMENT OF THE CONTINUCARE SPECIAL MEETING, IF NECESSARY,
    TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE MERGER AGREEMENT


110Stock Ownership and Voting by Continucares
    Directors and Executive Officers


110How to Vote


110Voting of Proxies


111Revoking Your Proxy


111Other Voting Matters


112Proxy Solicitations and Expenses


112Adjournment of the Continucare Special Meeting


112Stock Certificates


112Other Business


112Assistance


113INFORMATION ABOUT CONTINUCARE


114INFORMATION ABOUT METROPOLITAN


115INFORMATION ABOUT MERGER SUBSIDIARY


115COMPARISON OF RIGHTS OF SHAREHOLDERS


116Material Differences in Shareholder Rights


116Certain Similarities in Shareholder Rights


118UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION


121NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
    FINANCIAL INFORMATION


126LEGAL MATTERS


133EXPERTS


133SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS


133WHERE YOU CAN FIND MORE INFORMATION


134Continucare SEC Filings


135Metropolitan SEC Filings


136Annex A  Agreement and Plan of Merger


A-1Annex B  Opinion of UBS Securities LLC


B-1Annex C  Opinion of Barrington Research
    Associates, Inc.


C-1Annex D  Opinion of Morgan Joseph TriArtisan LLC


D-1Annex E  Voting Agreement


E-1Annex F  Appraisal Rights  Sections
    of the Florida Business Corporation Act


F-1EX-5.1EX-23.1EX-23.2EX-99.3EX-99.4  
  iii




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QUESTIONS
    AND ANSWERS ABOUT THE CONTINUCARE SPECIAL MEETING OF 
    SHAREHOLDERS AND THE MERGER   The
    Merger  Q:
    
    Why am I receiving this proxy statement/prospectus?A:
    
    The Continucare Board, pursuant to the terms of the merger
    agreement, has unanimously agreed to the merger of merger
    subsidiary with and into Continucare, and Continucare will
    continue as the surviving corporation and a wholly owned
    subsidiary of Metropolitan. The merger agreement is described in
    this proxy statement/prospectus and a copy of the merger
    agreement is attached to this proxy statement/prospectus as
    Annex A. See The Merger Agreement 
    The Merger; Closing.In order to complete the merger and the other transactions
    contemplated by the merger agreement, Continucare shareholders
    must approve the merger agreement, and all other conditions to
    the merger set forth in the merger agreement must be satisfied
    (or waived, to the extent permitted). Continucare shareholders
    will vote on the approval of the merger agreement at the
    Continucare special meeting. No action is required or being
    asked of the Metropolitan shareholders in connection with the
    proposed merger.This proxy statement/prospectus contains important information
    about the merger agreement, and the transactions contemplated by
    the merger agreement, and the Continucare special meeting. You
    should read this proxy statement/prospectus carefully and in its
    entirety. The enclosed proxy materials allow you to grant a
    proxy without attending the Continucare special meeting in
    person.Your vote is very important. We encourage you to complete, date,
    sign and return your proxy card(s) as soon as possible.Q:
    
    What will happen in the merger?A:
    
    In the merger, merger subsidiary will merge with and into
    Continucare, and Continucare will continue as the surviving
    corporation and a wholly owned subsidiary of Metropolitan.Q:
    
    What will Continucare shareholders receive in the merger?A:
    
    At the effective time of the merger, each share of Continucare
    common stock will be converted into the right to receive $6.25
    in cash, without interest, and 0.0414 of a share of Metropolitan
    common stock, which is referred to as the Merger
    Consideration. Shares of Continucare owned by Continucare
    or Metropolitan, or shares owned by Continucare shareholders who
    have properly exercised and perfected appraisal rights under
    Florida law, will not be convertible into the Merger
    Consideration. Metropolitan will not issue any fractional shares
    as a result of the merger. Instead, Metropolitan will pay cash
    for fractional shares of its common stock that Continucare
    shareholders would otherwise be entitled to receive. For
    example, if you own 100 shares of Continucare common stock,
    you will receive in exchange for your shares of Continucare
    common stock (i) $625 in cash, (ii) 4 shares of
    Metropolitan common stock, and (iii) cash, without
    interest, in the amount equal to .14 multiplied by the average
    closing price, rounded to the nearest one-tenth of a cent, of
    Metropolitan common stock as reported by the NYSE Amex for the
    five trading days immediately preceding the closing date.Q:
    
    How does the per share Merger Consideration to be received by
    Continucare shareholders compare to the market price of
    Continucare common stock before the announcement of the
    merger?A:
    
    The per share Merger Consideration represents a premium of
    approximately 35.26% over the closing price of $4.77 per share
    of Continucare common stock on the NYSE on June 24, 2011,
    the last trading day before the public announcement of the
    merger agreement, based upon the closing price of $4.88 per
    share of Metropolitan common stock on the NYSE Amex on
    June 24, 2011.




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Q:
    
    Why is Continucare proposing the merger?A:
    
    The Continucare Board and Metropolitan Board each believe that
    the merger will provide strategic and financial benefits to
    their respective shareholders. The transaction also will allow
    Continucare shareholders to receive a significant cash payment,
    in addition to a continuing interest in the combined company. To
    review the reasons for the merger in greater detail, see
    The Merger  Continucares Reasons for the
    Merger and The Merger 
    Metropolitans Reasons for the Merger.Q:
    
    How does the Continucare Board recommend that you vote on the
    proposal to approve the merger agreement?A:
    
    The Continucare Board has unanimously approved, adopted and
    declared advisable the merger agreement and the transactions
    contemplated thereby and has unanimously determined that the
    merger agreement and the transactions contemplated thereby are
    fair to, and in the best interests of, Continucare and its
    shareholders. The Continucare Board unanimously recommends that
    Continucare shareholders vote FORthe
    proposal to approve the merger agreement at the Continucare
    special meeting and FORthe proposal to
    approve an adjournment of the Continucare special meeting, if
    necessary, to solicit additional proxies in favor of the
    proposal to approve the merger agreement. See The
    Merger  Recommendations of the Continucare
    Board.Q:
    
    What are the quorum requirements for the Continucare special
    meeting?A:
    
    The attendance, in person or by proxy, of the holders of a
    majority of the outstanding shares of Continucares common
    stock entitled to vote at the special meeting is necessary to
    constitute a quorum with respect to all matters presented.Q:
    
    What vote is needed by Continucare shareholders to approve
    the merger agreement?A:
    
    Approval of the merger agreement requires the affirmative vote
    of the holders of a majority of the outstanding shares of
    Continucare common stock entitled to vote. If you are a
    Continucare shareholder and you fail to vote or abstain from
    voting, that will have the same effect as a vote against the
    merger agreement. See The Continucare Special
    Meeting  Quorum.Q:
    
    Why is your vote important?A:
    
    In order to complete the merger, Continucare shareholders must
    vote to approve the merger agreement.Q:
    
    Are any Continucare shareholders already committed to vote in
    favor of the proposal to approve the merger agreement?A:
    
    Yes. Metropolitan has entered into a voting agreement with
    certain of Continucares shareholders, including
    Dr. Phillip Frost, a director of Continucare, and certain
    entities affiliated with Dr. Frost. Pursuant to the voting
    agreement, the Continucare shareholders party thereto have
    agreed to vote their shares in favor of the merger agreement and
    merger at the meeting. As of the record date, the shareholders
    who are parties to the voting agreement held approximately
    26 million shares of Continucare common stock, which
    represents approximately 43% of all Continucare shares eligible
    to vote at the Continucare special meeting.Q:
    
    Who will be the directors and officers of Metropolitan after
    the merger?A:
    
    The current directors and executive officers of Metropolitan
    will continue to serve in such positions immediately following
    the merger.Q:
    
    Do Continucare shareholders have appraisal rights?A:
    
    Yes. Under the Florida Business Corporation Act, which we refer
    to as the FBCA, shareholders of Continucare have
    appraisal rights and if you follow the procedures prescribed by
    the FBCA, you may exercise appraisal rights and, if the merger
    is consummated, obtain the payment of the fair value
    of your shares of Continucare common stock (as valued
    immediately prior to the completion of the merger in accordance
    with Florida law). To perfect your appraisal rights, you must
    follow precisely the required 2




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statutory procedures. To the extent you are successful in
    pursuing your appraisal rights, the fair value of your shares of
    Continucare common stock, determined in the manner prescribed by
    the FBCA, which may be more or less than the value you would
    receive in the merger if you do not exercise your appraisal
    rights, will be paid to you in cash. This cash payment will be
    fully taxable to you. See The Merger 
    Continucare Shareholders Rights of Appraisal and
    Summary  Continucare Shareholders Rights
    of Appraisal. Please see Annex F for the text
    of the applicable provisions of the FBCA as in effect with
    respect to this transaction.Q:
    
    What happens if I sell or transfer my shares of Continucare
    common stock after the record date but before the special
    meeting?A:
    
    The record date for Continucare shareholders entitled to vote at
    the Continucare special meeting is earlier than both the date of
    the Continucare special meeting and the consummation of the
    merger. If you sell or transfer your shares of Continucare
    common stock after the record date but before the special
    meeting, you will, unless other arrangements are made (such as
    provision of a proxy), retain your right to vote at the special
    meeting but will transfer the right to receive the merger
    consideration to the person to whom you sell or transfer your
    shares.Q:
    
    When does Continucare and Metropolitan expect to complete the
    merger?A:
    
    If the merger agreement is approved at the Continucare special
    meeting, we expect to complete the merger as soon as possible
    after the satisfaction of the other conditions to the merger.
    The closing of the merger, which we refer to as the
    closing, will occur at a date and time agreed to by
    the parties, but no later than the third business day following
    the date on which all of the conditions to the merger, other
    than conditions that, by their nature are to be satisfied at the
    closing (but subject to satisfaction, or, to the extent
    permissible, waiver of those conditions at closing) have been
    satisfied or, to the extent permissible, waived, unless the
    parties agree on another time. Continucare and Metropolitan
    expect that the transaction will be completed during the third
    calendar quarter. However, we cannot assure you that such timing
    will occur or that the merger will be completed as expected. See
    The Merger Agreement  The Merger; Closing.Q:
    
    What are the federal income tax consequences of the merger to
    Continucare shareholders?A:
    
    In general, the exchange of shares of Continucare common stock
    for cash and Metropolitan common stock pursuant to the merger
    will be a taxable transaction for U.S. federal income tax
    purposes with respect to all of the merger consideration,
    including the non-cash portion. See Material United States
    Federal Income Tax Consequences for more information. We
    urge Continucare shareholders to consult a tax advisor about the
    tax consequences of the exchange of the shares of Continucare
    common stock for cash and Metropolitan common stock pursuant to
    the merger in light of the particular circumstances of each
    Continucare shareholder.Q:
    
    Will my rights as a Continucare shareholder change as a
    result of the merger?A:
    
    Yes. While your shareholder rights as a former Continucare
    shareholder will continue to be governed by Florida law, you
    will become a Metropolitan shareholder as a result of the merger
    and will have rights after the completion of the merger that are
    governed by Florida law and Metropolitans articles of
    incorporation and bylaws. See Comparison of Rights of
    Shareholders.Q:
    
    Are there risks involved in undertaking the merger?A:
    
    Yes. In evaluating the merger, the Continucare shareholders
    should carefully consider the factors discussed in the
    Risk Factors section and other information about
    Continucare and Metropolitan included in the documents
    incorporated by reference into this proxy statement/prospectus.Q:
    
    What happens if the merger is not consummated?A:
    
    If the merger agreement is not approved by Continucare
    shareholders or if the merger is not consummated for any other
    reason, Continucare shareholders will not receive any payment
    for their shares in connection 3




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with the merger. Instead, Continucare will remain an independent
    public company and Continucare common stock will continue to be
    listed and traded on the NYSE.Under specified circumstances, Continucare may be required to
    pay to Metropolitan, or may be entitled to receive from
    Metropolitan, a fee with respect to the termination of the
    merger agreement, as described under The Merger
    Agreement  Termination Fees and Expenses.Q:
    
    Should I send in my stock certificates now?A:
    
    NO, PLEASE DO NOT SEND YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY
    CARD(S). If the merger is completed, Continucare shareholders
    will be sent written instructions for sending in their stock
    certificates or, in the case of book-entry shares, for
    surrendering their book-entry shares. See The Continucare
    Special Meeting  Proxy Solicitations and
    Expenses, and The Merger Agreement 
    Exchange of Shares.Q:
    
    Who can answer my questions about the merger?A:
    
    If you are a Continucare shareholder and have any questions
    about the merger or the Continucare special meeting, need
    assistance in voting your shares of Continucare common stock, or
    need additional copies of this proxy statement/prospectus or the
    enclosed proxy card, you should contact:Continucare Corporation7200 Corporate Center Drive, Suite 600Miami, Florida 33126Telephone:
    (305) 500-2000If you are a Metropolitan shareholder and have any questions,
    you should contact:Metropolitan Health Networks, Inc.777 Yamato Road, Suite 510Boca Raton, Florida 33431Telephone:
    (561) 805-8500 The
    Special Meeting  Q:
    
    When and where is the Continucare special meeting? 
  A:
    
    The Continucare special meeting will be held at 9:30 a.m.,
    Eastern Time, on Monday, August 22, 2011, at the offices of
    Akerman Senterfitt, Continucares counsel, at One Southeast
    Third Avenue, Suite 2500, Miami, Florida 33131. 
  Q:
    
    Who is eligible to vote at the Continucare special
    meeting?A:
    
    Owners of Continucare common stock are eligible to vote at the
    Continucare special meeting if they were shareholders of record
    at the close of business on July 11, 2011. See The
    Continucare Special Meeting  Record Date; Outstanding
    Shares; Shares Entitled to Vote.Q:
    
    What is a proxy?A:
    
    A proxy is a shareholders legal designation of another
    person, referred to as a proxy, to vote shares of
    such shareholders common stock at a shareholders
    meeting. The document used to designate a proxy to vote your
    shares of Continucare common stock is called a proxy
    card.Q:
    
    What should I do now?A:
    
    You should read this proxy statement/prospectus carefully,
    including the annexes, and return your completed, signed and
    dated proxy card(s) by mail in the enclosed postage-paid
    envelope as soon as possible so that your shares will be
    represented and voted at the Continucare special meeting. A
    number of banks and brokerage firms participate in a program
    that also permits shareholders whose shares are held in
    street name to direct their vote by telephone or
    over the internet. This option, if available, will be reflected
    in the voting instructions from the bank or brokerage firm that
    accompany this proxy statement/ 4




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prospectus. If your shares are held in an account at a bank or
    brokerage firm that participates in such a program, you may
    direct the vote of these shares by telephone or over the
    internet by following the voting instructions enclosed with the
    proxy form from the bank or brokerage firm. See The
    Continucare Special Meeting  How to Vote.Q:
    
    May I attend the Continucare special meeting?A:
    
    All Continucare shareholders of record as of the close of
    business on July 11, 2011, the record date for the
    Continucare special meeting, may attend the Continucare special
    meeting. If your shares are held in street name by
    your broker, bank or other nominee, and you plan to attend the
    Continucare special meeting, you must present proof of your
    ownership of Continucare common stock, such as a bank or
    brokerage account statement, to be admitted to the meeting. You
    also must present at the meeting a proxy issued to you by the
    holder of record of your shares.Q:
    
    If I am going to attend the Continucare special meeting,
    should I return my proxy card(s)?A:
    
    Yes. Returning your completed, signed and dated proxy card(s)
    ensures that your shares will be represented and voted at the
    Continucare special meeting. See The Continucare Special
    Meeting  How to Vote.Q:
    
    How will my proxy be voted?A:
    
    If you complete, sign and date your proxy card(s), your shares
    will be voted in accordance with your instructions. If you sign
    and date your proxy card(s) but do not indicate how you want to
    vote at the special meeting, your shares will be voted
    FOR the approval of the merger agreement and
    FORthe adjournment of the Continucare
    special meeting, if necessary, to solicit additional proxies in
    favor of the proposal to approve the merger agreement.Q:
    
    What if my broker holds my shares in street
    name? 
  A:
    
    If a broker holds your shares for your benefit but not in your
    own name, your shares are in street name. A number
    of banks and brokerage firms participate in a program that also
    permits shareholders whose shares are held in street
    name to direct their vote by telephone or over the
    internet. If your shares are held in an account at a bank or
    brokerage firm that participates in such a program, you may
    direct the vote of these shares by telephone or over the
    internet by following the voting instructions enclosed with the
    proxy form from the bank or brokerage firm. The internet and
    telephone proxy procedures are designed to authenticate
    shareholders identities, to allow shareholders to give
    their proxy voting instructions and to confirm that those
    instructions have been properly recorded. Directing the voting
    of your shares will not affect your right to vote in person if
    you decide to attend the Continucare special meeting. If your
    shares are held in street name by your broker, bank
    or other nominee, and you plan to attend the Continucare special
    meeting, you must present proof of your ownership of Continucare
    common stock, such as a bank or brokerage account statement, to
    be admitted to the meeting. In addition, you must first obtain a
    signed and properly executed legal proxy from your bank, broker
    or other nominee to vote your shares held in street
    name at the Continucare special meeting. Requesting a
    legal proxy prior to the deadline described above will
    automatically cancel any voting directions you have previously
    given by telephone or over the internet with respect to your
    shares. 
  Q.
    
    Can I change my vote after I mail my proxy card(s)?A:
    
    Yes. If you are a shareholder of record (that is, you hold your
    shares in your own name), you can change your vote by: sending a written notice to the corporate secretary
    of Continucare, bearing a date later than the date of the proxy,
    that is received prior to the Continucare special meeting and
    states that you revoke your proxy; signing, dating and delivering a new valid proxy
    card(s) bearing a later date that is received prior to the
    Continucare special meeting; or 5




---



##### Table of Contents



 attending the Continucare special meeting and voting
    in person, although your attendance alone will not revoke your
    proxy.If your shares of Continucare common stock are held in
    street name by your broker, you will need to follow
    the instructions you receive from your broker to revoke or
    change your proxy.Q:
    
    What if I dont provide my broker with instructions on
    how to vote?A:
    
    Generally, a broker may vote the shares that it holds for you
    only in accordance with your instructions. However, if your
    broker has not received your instructions, your broker has the
    discretion to vote on certain matters that are considered
    routine. A broker non-vote occurs if your broker
    cannot vote on a particular matter because your broker has not
    received instructions from you and because the proposal is not
    routine.If you wish to vote on the proposal to approve the merger
    agreement, you must provide instructions to your broker because
    this proposal is not routine. If you do not provide your broker
    with instructions, your broker will not be authorized to vote
    with respect to the approval of the merger agreement, and a
    broker non-vote will occur. This will have the same effect as a
    vote against the merger agreement. A broker non-vote will have
    no effect on the proposal to adjourn the Continucare special
    meeting. Broker non-votes will be counted for purposes of
    determining whether a quorum is present at the Continucare
    special meeting.Q:
    
    What if I abstain from voting?A:
    
    Your abstention from voting will be counted in determining
    whether a quorum is present at the Continucare special meeting.
    If you abstain from voting with respect to the proposal to
    approve the merger agreement, it will have the same effect as a
    vote against the merger agreement. Abstentions will have no
    effect on the proposal to adjourn the Continucare special
    meeting, if necessary or appropriate, to solicit additional
    proxies in favor of the proposal to approve the merger agreement.Q:
    
    What does it mean if I receive multiple proxy cards?A:
    
    Your shares may be registered in more than one account, such as
    brokerage accounts and 401(k) accounts. It is important that you
    complete, sign, date and return each proxy card or voting
    instruction form you receive or vote using the telephone or over
    the internet as described in the instructions included with your
    voting instruction form(s).Q:
    
    Who is paying for this solicitation?A:
    
    Continucare is conducting this proxy solicitation and will bear
    the cost of soliciting proxies. Continucare directors, officers,
    and employees may solicit proxies by mail,
    e-mail,
    telephone, facsimile, or other means of communication. These
    persons will not be paid additional remuneration for their
    roles. Continucare will also request brokers and other
    fiduciaries to forward proxy solicitation material to the
    beneficial owners of shares of Continucare common stock that the
    brokers and fiduciaries hold of record. Upon request Continucare
    will reimburse them for their reasonable
    out-of-pocket
    expense.Q:
    
    Where can I find more information about Continucare and
    Metropolitan?A:
    
    You can find more information about Continucare and Metropolitan
    from the documents incorporated by reference into this proxy
    statement/prospectus described under Where You Can Find
    More Information. 6




---



##### Table of Contents



SUMMARY   The
    Companies  Continucare
    Corporation (page 114)
  (305) 500-2000  www.continucare.com
  fee-for-service
    Metropolitan
    Health Networks, Inc. (page 115)
  (561) 805-8500  www.metcare.com
  fee-for-service
 7




---



##### Table of Contents



CAB
    Merger Sub, Inc. (page 115)
  (561) 805-8500
   Risk
    Factors (page 24)   The
    Merger (page 33)    Annex A
  Merger
    Consideration (page 33)
  Continucare Shareholders.
      Metropolitan Shareholders.
  Ownership
    of Metropolitan After the Merger (page 33)
 8




---



##### Table of Contents



Effect
    of the Merger on Continucares Stock Options
    (page 90)
   
 Continucares
    Reasons for the Merger (page 42)    Recommendations
    of the Continucare Board (page 45)
  FOR
  Opinions
    of Continucares Financial Advisors
    (page 49)
  UBS
    Securities LLC
  Annex B. UBS
    opinion was provided for the benefit of the Continucare Board
    (in its capacity as such) in connection with, and for the
    purpose of, its evaluation of the merger consideration from a
    financial point of view and did not address any other aspect of
    the merger. The opinion did not address the relative merits of
    the merger as compared to other business strategies or
    transactions that might be available with respect to Continucare
    or Continucares underlying business decision to effect the
    merger. The opinion does not constitute a recommendation to any
    shareholder as to how to vote or act with respect to the
    merger.
  Barrington
    Research Associates, Inc.
  Annex C
 9




---



##### Table of Contents



Metropolitans
    Reasons for the Merger (page 64)    Opinion
    of Metropolitans Financial Advisor
    (page 68)
    Annex D.
 The
    Continucare Special Meeting (page 108)  Record Date; Outstanding Shares; Shares Entitled to
    Vote.
 
  Quorum.
  Required Vote.
  Stock
    Ownership of Directors and Executive Officers of Continucare
    (page 63)
 10




---



##### Table of Contents



Interests
    of Continucare Directors and Executive Officers in the Merger
    (page 61)      
    the fact that stock options held by Continucares directors
    and executive officers will fully vest and the directors and
    executive officers will be entitled to a cash payment in
    connection with cancellation of such stock options;
    the fact that Richard C. Pfenninger, Chairman and Chief
    Executive Officer of Continucare, and Fernando Fernandez, Chief
    Financial Officer of Continucare, will receive change in control
    or severance payments pursuant to agreements between such
    officers and Metropolitan; and
    the fact that Continucares directors and executive
    officers will be entitled to continued indemnification and
    insurance coverage by Metropolitan for acts or omissions
    occurring prior to the merger for a period of six years
    following the effective time.  Agreements
    with Executive Officers (page 61)
   Voting
    Agreement (page 63)  Annex E
 Exclusivity
    Agreement (page 64)  and/or
 11




---



##### Table of Contents



Board of
    Directors and Management of Metropolitan Following the Merger
    (page 79)   Listing
    of Metropolitan Common Stock Issued for Share Consideration;
    De-listing and Deregistration of Continucare Common Stock
    (page 79)   Litigation
    Related to the Merger (page 79)  4/9/09
 
 Conditions
    to Completion of the Merger (page 102)    
    the approval of the merger agreement by the shareholders of
    Continucare;
    the absence of any order, injunction, decree or other legal
    restraint issued by any governmental authority, or other rule or
    regulation that is in effect and prevents or prohibits the
    consummation of the merger;
    Metropolitan having the amount of cash proceeds necessary to
    consummate the merger from the financing
    and/or any
    alternative financing
    and/or the
    unrestricted cash available to Continucare and Metropolitan;
    the expiration or termination of the waiting periods applicable
    to the consummation of the merger under the HSR Act and the
    absence of any proceeding, investigation or inquiry initiated by
    a governmental authority that is challenging or seeking to
    prevent or prohibit consummation of the merger or seeking to
    impose any undertaking, condition or consent decree to compel
    any material divestiture or operational restriction that
    Metropolitan would not be obligated to agree to under the merger
    agreement;
 12




---



##### Table of Contents




    the authorization for listing on the NYSE Amex, subject to
    official notice of issuance, of the shares of Metropolitan
    common stock to be issued in the merger;
    the effectiveness of the registration statement on
    Form S-4
    of which this proxy statement/prospectus forms a part and
    absence of any stop order by the SEC, or proceedings of the SEC
    seeking a stop order, suspending the effectiveness of such
    registration statement; and
    the accuracy of the representations and warranties of the
    parties and compliance by the parties with their respective
    obligations under the merger agreement.    Financing
    Relating to the Merger (page 77)
    
    pay Continucare shareholders and optionholders amounts due to
    them under the merger agreement, which based upon the shares
    (and Continucares other equity-based interests)
    outstanding as of June 30, 2011 would total approximately
    $404 million; and
    pay fees and expenses related to the merger and the debt
    financing,    
    receipts from the debt financing (or alternative financing) in
    an aggregate principal amount of approximately
    $355 million; and
    existing cash balances of Continucare and Metropolitan.   Regulatory
    Approvals Required for the Merger (page 77)  Hart-Scott-Rodino
 
 Termination
    of the Merger Agreement (page 104)    
    by mutual written agreement of Continucare and Metropolitan;
 13




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##### Table of Contents




    by either Continucare and Metropolitan if:  
    the merger has not been consummated on or before the outside
    date of November 1, 2011, provided that the right to
    terminate pursuant to this section is not available to a party
    if the failure to consummate the merger by the outside date
    results from the failure of the party seeking to terminate to
    fulfill in all material respects all of its obligations under
    the merger agreement;
    at the meeting of Continucares shareholders, the
    beneficial owner of Continucare common stock that is a party to
    the voting agreement does not vote in accordance with the voting
    agreement and the Continucare shareholders do not approve the
    merger agreement; or
    (i) all conditions to the obligations of Metropolitan and
    Continucare to effect the merger have been satisfied (other than
    the conditions relating to the authorization of Metropolitan
    common stock for listing on the NYSE Amex, the delivery of a
    certificate signed by an executive officer of Continucare, the
    delivery of a tax certificate from Continucare and the
    availability of financing and unrestricted cash),
    (ii) Metropolitan has failed to satisfy the financing
    condition described above by the calendar day that is
    immediately prior to November 1, 2011, and
    (iii) Continucare stands ready, willing and able to
    consummate the closing following satisfaction of the conditions
    described above for five consecutive business days (or such
    lesser number of days as may be remaining through the date that
    is immediately prior to November 1, 2011).  
    by Metropolitan if:  
    Continucare breaches its representations or warranties or fails
    to perform any covenants set forth in the merger agreement (in
    each case disregarding and without giving effect to all
    qualifications and exceptions contained therein related to
    materiality or material adverse effect or any similar standard
    or qualification), which breach or failure would cause any of
    the conditions to the closing not to be satisfied and such
    breach, if curable, is not cured by the earlier of the outside
    date or 15 days after the receipt of written notice thereof
    or the day immediately prior to the outside date;
    the Continucare Board has effected a Continucare adverse
    recommendation change;
    a third party commences a tender or exchange offer relating to
    Continucare securities, and Continucare does not disclose a
    recommendation that its shareholders reject such tender or
    exchange offer;
    after an acquisition proposal has been made, the Continucare
    Board fails to publicly confirm its recommendation within three
    business days of a request by Metropolitan that it do so; or
    the minimum cash condition is not satisfied on or before the
    fourth business day prior to November 1, 2011.  
    by Continucare if:  
    Continucare receives a superior proposal and the Continucare
    Board reasonably determines in good faith, after consulting with
    outside nationally recognized legal counsel, that there is a
    reasonable likelihood that it is necessary to terminate the
    merger agreement and enter into an agreement to effect the
    superior proposal in order to comply with the board of
    directors fiduciary duties under applicable law, provided
    that  °
    Continucare did not violate its non-solicitation obligations
    under the merger agreement;°
    Continucare provides Metropolitan with a written notice of the
    Continucare Boards determination;°
    Continucare thereafter satisfies its obligations to reasonably
    cooperate with Metropolitan during a five-business day period
    following the written notice, to make adjustments to the terms
    and conditions of the merger agreement;°
    the Continucare Board continues to determine in good faith,
    after consultation with nationally recognized outside counsel,
    after such five business day period, that there is a reasonable
 14




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##### Table of Contents



likelihood that it is necessary to terminate the merger
    agreement and enter into an agreement to effect the superior
    proposal in order to comply with its fiduciary duties under
    applicable law;  °
    Continucare, prior to the termination of the merger agreement,
    pays to Metropolitan the expense reimbursement and termination
    fee discussed under  Termination Fees and
    Expenses; and°
    simultaneously or substantially simultaneously with such
    termination, Continucare enters into a definitive acquisition,
    merger or similar agreement to effect the superior proposal or
    the tender offer or exchange offer that constitutes the superior
    offer is commenced (if it has not already been
    commenced); or  
    Metropolitan breaches its representations or warranties or fails
    to perform any covenants set forth in the merger agreement (in
    each case disregarding and without giving effect to all
    qualifications and exceptions contained therein related to
    materiality or material adverse effect or any similar standard
    or qualification), which breach or failure would cause any of
    the conditions to the closing not to be satisfied and such
    breach, if curable, is not cured by the earlier of the outside
    date or 15 days after the receipt of written notice thereof
    or the day immediately prior to the outside date. Termination
    Fees and Expenses (page 105)    
    Continucare may be obligated to pay to Metropolitan a
    termination fee of either $9 million or $12 million
    and to reimburse Metropolitan for up to $1.5 million of its
    out-of-pocket
    costs and expenses incurred in connection with the merger
    agreement; or
    Metropolitan may be obligated to pay Continucare a termination
    fee of $12 million and to reimburse Continucare for up to
    $1.5 million of its
    out-of-pocket
    costs and expenses incurred in connection with the merger
    agreement.     Material
    United States Federal Income Tax Consequences
    (page 84)   Accounting
    Treatment (page 83)
 15




---



##### Table of Contents



Comparison
    of Rights of Shareholders (page 116)   Continucare
    Shareholders Rights of Appraisal (page 80)  Annex F
 16




---



##### Table of Contents



FINANCIAL
    SUMMARY Selected
    Historical Consolidated Financial Data of Continucare    Form 10-K
  Continucare
    Selected Financial Data
    (In thousands, except per share amounts)
  CONSOLIDATED
    STATEMENTS OF OPERATIONS DATA:
  For the NineMonths EndedMarch 31


For the Years Ended June 30,2011


2010


2010


2009


2008


2007


2006(Unaudited)Revenue

$
244,908


$
231,503


$
310,791


$
281,270


$
254,440


$
217,146


$
132,991Operating expenses:Medical services:Medical claims


157,892



155,062



208,857



199,168



181,097



161,154



97,782Other direct costs


28,826



23,425



31,484



28,456



26,943



22,920



13,137Total medical services


186,718



178,487



240,341



227,624



208,040



184,074



110,919Administrative payroll and employee benefits


12,055



12,261



16,309



12,656



12,119



9,192



6,538General and administrative


16,369



13,771



18,021



16,261



16,414



13,990



7,584Total operating expenses


215,142



204,519



274,671



256,541



236,573



207,256



125,041Income from operations


29,766



26,984



36,120



24,729



17,867



9,890



7,950Other income (expense):Interest income


58



46



66



174



603



356



331Interest expense


133



(111
)


(116
)


(22
)


(68
)


(50
)


(13
)Income before income tax provision


29,957



26,919



36,070



24,881



18,402



10,196



8,268Income tax provision


10,709



10,421



13,894



9,600



7,132



3,893



2,930Net income

$
19,248


$
16,498


$
22,176


$
15,281


$
11,270


$
6,303


$
5,338Net income per common share:Basic

$
.32


$
.28


$
.37


$
.25


$
.16


$
.10


$
.11Diluted

$
.31


$
.27


$
.36


$
.24


$
.16


$
.10


$
.10CONSOLIDATED BALANCE SHEET DATA:Total assets

$
172,533


$
145,866


$
153,866


$
125,303


$
118,490


$
116,938


$
41,994Long-term obligations, including current portion

$
175


$
364


$
326


$
205


$
196


$
331


$
196
 17




---



##### Table of Contents



Selected
    Historical Consolidated Financial Data of Metropolitan    Form 10-K
  Metropolitan
    Selected Financial Data
    (In thousands, except per share amounts)
  For the Three Months Ended March 31


For the Years Ended December 31,2011


2010


2010


2009


2008


2007


2006(Unaudited)Statement of Operations DataRevenue

$
94,666


$
93,042


$
368,186


$
354,407


$
317,212


$
277,577


$
228,216Operating income (loss)

$
12,774


$
11,198
(2)

$
41,284
(2)

$
22,981
(2)

$
16,541
(1)

$
8,072


$
(233
)Income before income taxes

$
12,952


$
11,391


$
41,585


$
23,349


$
16,619


$
9,441


$
826Net income

$
7,965


$
7,129


$
25,700


$
14,449


$
10,204


$
5,914


$
473Basic earnings per share

$
0.20


$
0.18


$
0.65


$
0.32


$
0.21


$
0.12


$
0.01Diluted earnings per share

$
0.19


$
0.17


$
0.62


$
0.31


$
0.20


$
0.11


$
0.01Weighted average common shares outstanding  basic


39,770



39,039



39,195



44,496



49,093



50,573



50,033Weighted average common shares outstanding  diluted


41,961



40,792



41,509



45,941



50,354



51,796



51,473Cash dividend declared


























Balance Sheet DataCash and equivalents

$
8,633


$
5,476


$
10,596


$
6,795


$
2,701


$
38,682


$
23,110Short-term investments

$
39,667


$
24,822


$
38,949


$
27,036


$
33,641


$



$
Total current assets

$
67,477


$
40,192


$
60,975


$
35,715


$
40,867


$
44,764


$
30,465Total assets

$
82,308


$
53,880


$
74,724


$
51,332


$
49,144


$
53,811


$
41,841Total current liabilities

$
5,307


$
6,826


$
6,815


$
8,009


$
6,340


$
15,545


$
10,912Total liabilities

$
5,520


$
7,223


$
6,974


$
8,406


$
6,340


$
15,545


$
10,912Total working capital

$
62,170


$
33,366


$
54,160


$
27,706


$
34,528


$
29,219


$
19,553Long  term obligations, including current portion

$
818


$
716


$
477


$
716


$



$



$
Total shareholders equity

$
76,788


$
46,657


$
67,750


$
42,926


$
42,805


$
38,266


$
30,930     (1)

    
    Includes a gain on the sale of a health maintenance organization
    (the HMO) of $5.9 million and related stay
    bonuses and termination costs of $1.6 million.(2)

    
    Includes an incremental gain on the sale of the HMO of $62,000
    in 2010 and $1.3 million in 2009.
 18




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##### Table of Contents



Selected
    Unaudited Pro Forma Condensed Combined Financial
    Information        
 In thousands (except

Pro Forma as ofper share amounts)

March 31, 2011Balance sheet data:Cash and cash
    equivalents(1)

$
Working capital


12,405Total assets


469,043Note
    payable(1)


4,430Long-term debt, including current portion


330,818Stockholders equity


80,014  
    (1)
    
    For purposes of the March 31,
    2011 pro forma balance sheet additional cash is required to
    close the transaction and we assumed the use of the revolving
    credit facility. For purposes of the pro forma income
    statements, we assumed that sufficient cash would be available
    at closing to fund the transaction and funding from the
    revolving credit facility will not be required.
 19




---



##### Table of Contents



Pro Forma Year


Pro Forma Three MonthsEnded December 31, 2010


Ended March 31, 2011Statement of operations data:Revenues

$
651,609


$
171,299Total expenses


580,476



150,248Operating income


71,195



21,051Net income


27,430



9,858Adjusted
    EBITDA(1)


88,027



25,990Diluted earnings per common share

$
0.62


$
0.22     (1)
    
    Adjusted EBITDA is defined as earnings before interest, taxes,
    depreciation, and amortization, a Non-GAAP financial measure
    within the meaning of Regulation G promulgated by the Securities
    and Exchange Commission. Stock-based compensation amortization
    expense is considered an amortization item to be excluded in the
    Adjusted EBITDA calculation. We believe that Adjusted EBITDA
    provides useful information to investors because it excludes
    transactions not related to the core cash operating business
    activities. We believe that excluding these transaction allows
    investors to meaningfully trend and analyze the performance of
    our core cash operations.The following table reconciles Adjusted EBITDA (Non-GAAP
    measure) to the reported net income for the pro forma year ended
    December 31, 2010 and the pro forma three months ended
    March 31, 2011 (in thousands):  Pro Forma Year


Pro Forma Three MonthsEnded December 31, 2010


Ended March 31, 2011Net income

$
27,430


$
9,858Add back:Interest expense


26,817



6,412Income tax expense


16,920



4,776Depreciation and amortization expense


12,962



3,515Stock-based compensation expense


3,898



1,429Adjusted EBITDA

$
88,027


$
25,990
 20




---



##### Table of Contents



UNAUDITED
    COMPARATIVE PER SHARE INFORMATION
 21




---



##### Table of Contents



ContinucareMetropolitan


Continucare


Metropolitan


EquivalentHistorical


Historical


Pro Forma


Pro FormaFor the year ended December 31, 2010:Income per common share:Basic

$
0.65


$
0.39


$
0.66


$
0.03Diluted

$
0.62


$
0.38


$
0.62


$
0.03Cash dividends declared per common share

$



$



$



$
As of or for the three months ended March 31, 2011:Income per common share:Basic

$
0.20


$
0.12


$
0.23


$
0.01Diluted

$
0.19


$
0.12


$
0.22


$
0.01Cash dividends declared per common share

$



$



$



$
Book value of stockholders equity per common share

$
1.87


$
2.59


$
1.85


$
0.08  COMPARATIVE
    MARKET PRICE DATA AND DIVIDENDS    
 Metropolitan


ContinucarePrice Range of Common Stock


Dividends


Price Range of Common Stock


DividendsYear Ended

High


Low


Paid


High


Low


PaidDecember 31, 2009:First Quarter

$
1.78


$
1.20






$
2.06


$
1.61



Second Quarter


2.19



1.46







2.53



1.71



Third Quarter


2.49



2.01







3.20



2.36



Fourth Quarter


2.21



1.85







4.42



2.62



December 31, 2010:First Quarter


3.23



2.00







5.07



3.72



Second Quarter


4.31



3.01







4.20



3.35



Third Quarter


3.95



3.44







4.20



3.25



Fourth Quarter


4.80



3.70







5.01



3.95



December 31, 2011:First Quarter


5.26



4.23







5.66



4.00



Second Quarter


4.99



3.83







6.25



4.14



Third Quarter (through July 20, 2011)


5.48



4.59







6.27



6.17




 22




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COMPARATIVE
    MARKET VALUE INFORMATION   
  
    the closing prices per share of Metropolitan common stock and
    Continucare common stock, based on the last reported sales
    prices as reported by the NYSE Amex and NYSE, respectively, on
    June 24, 2011, the last trading day prior to the public
    announcement of the proposed merger, and July 20, 2011, the
    last trading day for which this information could be calculated
    prior to the date of this proxy statement/prospectus; and 
  
    the implied value of the merger consideration for each share of
    Continucare common stock, which was calculated by adding the
    cash portion of the merger consideration of $6.25 to the product
    obtained by multiplying the closing price of a share of
    Metropolitan common stock on those dates by 0.0414, the exchange
    ratio.  
 Metropolitan


Continucare


Implied Value ofCommon Stock


Common Stock


Continucare Common StockJune 24, 2011

$
4.88


$
4.77


$
6.45July 20, 2011

$
5.48


$
6.26


$
6.48
 23




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RISK
    FACTORS  The risks associated with
    the business of Continucare can be found in the Continucare
    Annual Report on
    Form 10-K
    for the year ended June 30, 2010, which is incorporated by
    reference in this proxy statement/prospectus. The risks
    associated with the business of Metropolitan can be found in the
    Metropolitan Annual Report on
    Form 10-K
    for the year ended December 31, 2010, which is incorporated
    by reference in this proxy statement/prospectus.
 Risks
    Related to the Merger  There
    can be no assurance that the merger will be consummated. The
    announcement and pendency of the merger, or the failure of the
    merger to be consummated, could have an adverse effect on
    Continucares and Metropolitans stock price,
    business, financial condition, results of operations or
    prospects.
  Form S-4
        
    Continucare and Metropolitan employees may experience
    uncertainty about their future roles with the combined company,
    which might adversely affect the combined companies ability to
    retain and hire key managers and other employees; and
    the attention of management of each of Continucare and
    Metropolitan may be directed toward the completion of the merger
    and transaction-related considerations and may be diverted from
    the
    day-to-day
    business operations of their respective companies. 24




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The
    price of Metropolitan common stock might decline before the
    completion of the merger, which would decrease the value of the
    merger consideration to be received by Continucare shareholders
    in the merger.
   
   
    Metropolitan
    and Continucare must obtain governmental and regulatory
    approvals to consummate the merger, which, if delayed, not
    granted or granted with unacceptable conditions, may jeopardize
    or delay the consummation of the merger, result in additional
    expenditure of time and resources, reduce the anticipated
    benefits of the acquisition or cause the failure of the
    completion of the merger.
 
   
   25




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The
    condition of the financial markets, including volatility and
    weakness in the equity, capital and credit markets, could limit
    the availability and terms of debt and equity financing sources
    to fund the capital and liquidity requirements of
    Metropolitans businesses, including financing Metropolitan
    must undertake in connection with the merger.
    The
    merger agreement limits Continucares ability to pursue an
    alternative acquisition proposal and requires Continucare to pay
    a termination fee of up to $12 million, plus expenses, if
    it does.
    There
    may be a long delay between Continucare receiving the necessary
    shareholder approval for the merger and the closing of the
    merger, during which time Continucare will lose the ability to
    consider and pursue alternative acquisition proposals, which
    might otherwise be superior to the merger.
    If the
    merger is not consummated on or before November 1, 2011,
    either Continucare or Metropolitan may choose not to proceed
    with the merger.
   26




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The
    financial forecasts included in this proxy statement/prospectus
    involve risks, uncertainties and assumptions, many of which are
    beyond the control of Continucare and Metropolitan. As a result,
    they may not prove to be accurate and are not necessarily
    indicative of actual future performance.
    
    necessarily make assumptions, many of which are beyond the
    control of Continucare or Metropolitan and may not prove to be
    accurate;
    do not necessarily reflect revised prospects for
    Continucares businesses, changes in general business or
    economic conditions, or any other transaction or event that has
    occurred or that may occur and that was not anticipated at the
    time the forecasts were prepared;
    are not necessarily indicative of current values or future
    performance, which may be significantly more favorable or less
    favorable than is reflected in the forecasts; and
    should not be regarded as a representation that the financial
    forecasts will be achieved.  Continucare
    officers and directors may have financial interests in the
    merger that are different from, or in addition to, the interests
    of Continucare shareholders.
   
   
  Continucare
    shareholders will have a significantly reduced ownership and
    voting interest after the merger and will exercise less
    influence over the management and policies of Metropolitan than
    they do over Continucare.
   27




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The
    rights of Continucare shareholders will change when they become
    shareholders of Metropolitan upon completion of the
    merger.
   Risks
    Related to the Combined Company if the Merger is
    Completed.  Metropolitan
    may not be able to successfully integrate Continucares
    operations with its own or realize the anticipated benefits of
    the merger, which could materially and adversely affect
    Metropolitans financial condition, results of operations
    and business prospects.
    
    the possibility that Metropolitan will fail to implement its
    business plans for the combined company, including as a result
    of new legislation or regulation in the healthcare industry that
    affects the timing or costs associated with the operations of
    the combined company or its integration plan;
    possible inconsistencies in the standards, controls, procedures,
    policies and compensation structures of Metropolitan and
    Continucare;
    limitations prior to the consummation of the merger on the
    ability of management of each of Metropolitan and Continucare to
    work together to develop an integration plan;
    the increased scope and complexity of Metropolitans
    operations;
    the potential loss of key employees and the costs associated
    with Metropolitans efforts to retain key employees;
    provisions in Metropolitans and Continucares
    contracts with third parties that may limit Metropolitans
    flexibility to take certain actions;
    risks and limitations on Metropolitans ability to
    consolidate corporate and administrative infrastructures of the
    two companies;
    the possibility that Metropolitan may have failed to discover
    liabilities of Continucare during Metropolitans due
    diligence investigation as part of the merger for which
    Metropolitan, as a successor owner, may be responsible;
    obligations that Metropolitan will have to joint venture
    partners and other counterparties of Continucare that arise as
    result of the change in control of Continucare;
    obligations that Metropolitan will have to its lenders under the
    new financing arrangements to be put in place upon the closing
    of the merger, including Metropolitans obligations to
    comply with significant new financial covenants; and
    the possibility of unanticipated delays, costs or inefficiencies
    associated with the integration of Continucares operations
    with Metropolitans.   28




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Metropolitan
    may be unable to realize projected cost synergies or may incur
    additional and unexpected costs in order to realize
    them.
    Metropolitan
    expects to incur substantial indebtedness to finance the merger
    and may not be able to meet its substantial debt service
    requirements.
    
    dedicate a substantial portion of its cash flow to payments on
    its interest obligations, quarterly principal amortization
    payments and a mandatory annual 50% excess cash flow sweep
    payment, thereby reducing the availability of cash flow to fund
    working capital, capital expenditures and other general
    corporate activities;
    maintain a certain fixed minimum fixed charge coverage ratio,
    maximum senior leverage ratio, and maximum total leverage ratio
    at specified levels, thereby reducing its financial
    flexibility; and
    limit the amount of capital expenditures and additional
    indebtedness Metropolitan can incur in any fiscal year and also
    limit the aggregate amount Metropolitan can expend on
    acquisitions.    
    could have a material adverse effect on Metropolitans
    ability to withstand competitive pressures or adverse economic
    conditions (including adverse regulatory changes);
    could adversely affect Metropolitans ability to make
    material acquisitions, obtain future financing or take advantage
    of business opportunities that may arise; and
    could increase Metropolitans vulnerability to a downturn
    in general economic conditions or in Metropolitans
    business.  and/or and/or and/or
 29




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Metropolitan
    and Continucare will incur significant transaction and
    merger-related integration costs in connection with the
    merger.
    Metropolitans
    actual financial position and results of operations may differ
    materially from the unaudited pro forma financial information
    included in this proxy statement/prospectus.
    The
    price of the common stock of the combined company may be
    affected by factors different from those affecting the price of
    Continucare common stock or Metropolitan common stock
    independently.
  Form 10-K Form 10-K
 30




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CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS   
    
    the failure of Continucares shareholders to approve the
    merger agreement;
    the receipt of all required regulatory approvals and the
    satisfaction of the closing conditions of the merger, including
    approval of the merger by the shareholders of Continucare, and
    Metropolitans ability to complete the required financing
    as contemplated by the financing commitment;
    Metropolitans ability to integrate the operations of the
    acquired operations and realize the anticipated revenues,
    economies of scale, cost synergies and productivity gains in
    connection with the merger and any other acquisitions that may
    be undertaken during 2011, as and when planned, including the
    potential for unanticipated issues, expenses and liabilities
    associated with those acquisitions and the risk that Continucare
    fails to meet its expected financial and operating targets;
    the potential for diversion of management time and resources in
    seeking to complete the merger and integrate its operations;
    the potential failure of Metropolitan to retain key employees of
    Continucare;
    the impact of Metropolitans significantly increased levels
    of indebtedness as a result of the merger on Metropolitans
    funding costs, operating flexibility and ability to fund ongoing
    operations with additional borrowings, particularly in light of
    ongoing volatility in the credit and capital markets;
    the potential for dilution to Metropolitan shareholders as a
    result of the merger; 31




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
    the ability of Metropolitan to operate pursuant to the terms of
    its debt obligations, including Metropolitans obligations
    under financing undertaken to complete the merger;
    the calculations of, and factors that would impact the
    calculations of, the acquisition price in accordance with the
    methodologies of the provisions of the authoritative guidance
    for business combinations, the allocation of this acquisition
    price to the net assets acquired, and the effect of this
    allocation on future results, including Metropolitans
    earnings per share, when calculated on a GAAP basis;
    general economic conditions are less favorable than expected;
    changes in both companies businesses during the period
    between now and the completion of the merger might have adverse
    impacts on Metropolitan;
    liability for litigation, administrative actions, and similar
    disputes;
    the inability to obtain, renew or modify permits in a timely
    manner, comply with government regulations or make capital
    expenditures required to maintain compliance;
    changes in laws and regulations or interpretations or
    applications thereof;
    the impact of healthcare reform, which will initiate significant
    reforms to the United States healthcare system, including
    potential material changes to the delivery of healthcare
    services and the reimbursement paid for such services by the
    government or other third party payors;
    changes in the reimbursement rates or the methods or timing of
    payment from third party payors, including commercial payors and
    the Medicare and Medicaid programs, changes arising from and
    related to the Medicare prospective payment system, including
    potential changes in the Medicare payment rules, the Medicare
    Prescription Drug, Improvement, and Modernization Act of
    2003; and
    the effects of additional legislative changes and government
    regulations, interpretation of regulations and changes in the
    nature and enforcement of regulations governing the healthcare
    industry.  www.sec.gov
  Readers are cautioned not to place undue reliance on these
    forward-looking statements, which speak only as of the date
    hereof and are not guarantees of performance or results. There
    can be no assurance that forward-looking statements will prove
    to be accurate. Shareholders should also understand that it is
    not possible to predict or identify all risk factors and that
    neither this list nor the factors identified in
    Continucares and Metropolitans SEC filings should be
    considered a complete statement of all potential risks and
    uncertainties. Continucare and Metropolitan undertake no
    obligation to publicly update or release any revisions to these
    forward-looking statements to reflect events or circumstances
    after the date hereof except as required by law.
 32




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THE
    MERGER  Annex A.
  Overview   Merger
    Consideration  Continucare
    Shareholders
      Metropolitan
    Shareholders
   Ownership
    of Metropolitan After the Merger   Background
    of the Merger     33




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st
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th 14-day seven-day th
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th th
  th th
  and/or
  th
        th
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th Annex A
      th
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rd rd rd
         
  4/9/09
 
 41




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Continucares
    Reasons for the Merger  FOR
    Strategic
    Considerations
    
    Continucares prospects and potential future financial
    performance as an independent company and as a combined company;
    Continucares ability to compete with its current and
    potential future competitors within its markets, including its
    ability to compete with larger companies that may have
    significantly greater resources or market presence;
    the concern of Continucares management and board that the
    value of Continucares stock reflected continuing concern
    over healthcare reform legislation and Medicare regulations,
    despite Continucares long-term record of continuous
    improvement in
    year-over-year
    and
    quarter-over-quarter
    financial results;
    the view of Continucares management, based on due
    diligence and discussions with Metropolitans management,
    that Continucare and Metropolitan share complementary core
    values with respect to integrity, safety standards and
    practices, community development, participation in government
    affairs, and customer satisfaction;
    its knowledge of Continucares business, operations,
    financial condition, earnings and prospects and of
    Metropolitans business, operations, financial condition,
    earnings and prospects, taking into account the results of
    Continucares due diligence review of Metropolitan;
    its knowledge of the current environment of the healthcare
    industry, including economic conditions, the potential for
    changing laws and regulations, current financial market
    conditions and the possible effects of these factors on
    Continucares and Metropolitans potential growth,
    development, productivity and strategic options;
    the expectations of Continucares management regarding
    synergies that are anticipated to result in cost savings through
    administrative, sales, purchasing of goods and services and
    operating synergies;
    the possibility, as alternatives to the merger, of continuing to
    pursue Continucares business strategy and growth
    opportunities, and the Continucare Boards conclusion that
    a merger with Metropolitan could potentially yield greater
    benefits for Continucare and its shareholders. The Continucare
    Board reached this conclusion for reasons including
    Metropolitans interest in pursuing a transaction with
    Continucare and Continucares view that the transaction
    could be acceptably completed from a timing, financing, and
    regulatory standpoint; and
    information concerning the financial conditions, results of
    operation, prospects and businesses of Continucare and
    Metropolitan, including the respective companies reserves,
    cash flows from operations, recent performance of common shares
    and the ratio of per share prices over various periods. 42




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Financial
    Considerations
    
    the financial terms of the merger, including:  
    the fact that the $6.45 per share implied value of the merger
    consideration (based on the closing price of Metropolitan common
    stock on June 24, 2011 of $4.88 per share) represents a
    premium of approximately (i) 35.2% over the $4.77 per share
    closing price of Continucare common stock on June 24, 2011,
    the last trading day prior to the public announcement of the
    merger agreement, (ii) 32.7% over Continucares
    three-month average daily closing price of $4.86 per share ended
    on June 24, 2011, and (iii) 33.2% over
    Continucares six-month average daily closing price of
    $4.84 per share ended on June 24, 2011;
    that a fixed ratio for the stock component of the merger
    consideration provides Continucare shareholders the opportunity
    to benefit from any increase in the trading price of
    Metropolitan common stock between the announcement of the merger
    agreement and the completion of the merger;  
    the opinion of UBS, dated June 26, 2011, to
    Continucares board of directors as to the fairness, from a
    financial point of view and as of the date of the opinion, of
    the per share consideration to be received in the merger by
    holders of Continucare common stock (other than excluded
    holders), as more fully described below under the caption
    Opinions of Continucares Financial
    Advisors  UBS Securities LLC; and
    the opinion of BRAI, dated June 26, 2011, to the
    Continucare Board to the effect that, based on and subject to
    the various factors, assumptions and limitations described in
    its opinion, the merger consideration to be received by the
    shareholders of Continucare in the merger was fair, from a
    financial point of view, to such shareholders, as more fully
    described below in  Opinions of
    Continucares Financial Advisors  Barrington
    Research Associates, Inc.  Other
    Considerations
    
    the fact that the cash portion of the merger consideration will
    provide Continucare shareholders with immediate value in cash
    for their shares, and that the Metropolitan common stock issued
    to Continucare shareholders will be registered, and can be
    freely traded after issuance;
    that the merger consideration would enable Continucare
    shareholders to own approximately 5.8% of the outstanding stock
    of Metropolitan, which will provide such shareholders the
    opportunity to participate in any future earnings or growth of
    Metropolitan and future appreciation in the value of
    Metropolitan common stock following the merger should such
    shareholders determine to retain the Metropolitan common stock
    payable in the merger;
    the judgment of the Continucare Board of directors that
    continuing discussions with Metropolitan or soliciting interest
    from other third parties would be unlikely to lead to a better
    offer and could lead to the loss of Metropolitans proposed
    offer;
    the concern that soliciting interest from other parties could
    elicit an adverse response from Continucares third-party
    payors, including the largest such payor, and the potential
    chilling effect on Continucares ongoing relationship with
    such third-party payors;
    the structure of the merger and the terms and conditions of the
    merger agreement, including the following:  
    the limited conditions to the parties obligations to
    complete the merger and the probability that such conditions
    would be satisfied, including in light of the parties
    agreement to use reasonable best 43




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efforts, as more fully described below in The Merger
    Agreement  Covenants and Agreements 
    Reasonable Best Efforts; Covenants and Agreements;  
    the provisions that allow Continucare, under certain
    circumstances, to engage in negotiations with, and provide
    information to, third parties, prior to the approval of the
    merger agreement by its shareholders, in response to an
    unsolicited takeover proposal that Continucares board of
    directors determines in good faith, after consultation with
    outside legal and financial advisors, constitutes or would
    reasonably be expected to lead to a superior proposal (as
    defined below);
    the provisions that allow Continucare, under certain
    circumstances, to terminate the merger agreement prior to the
    approval of the merger agreement by its shareholders, in order
    to enter into an alternative transaction in response to an
    unsolicited takeover proposal that Continucares board of
    directors determines in good faith, after consultation with
    outside legal and financial advisors, constitutes a superior
    proposal (as defined below);
    the fact that the termination date under the merger agreement
    allows for time that is expected to be sufficient to complete
    the merger;
    the fact that there is a date certain for terminating the
    transaction if the merger has not been consummated;
    the ability of Continucare to obtain a termination fee of
    $12 million from Metropolitan if the merger is not
    consummated for certain reasons as more fully described below in
    The Merger Agreement  Termination Fees and
    Expenses;
    the level of effort that Metropolitan must use under the merger
    agreement to obtain the proceeds of the financing under the
    terms and conditions described in the debt commitment letter,
    including using its reasonable best efforts to enforce its
    rights under the debt commitment letter; and  
    the likelihood that the merger would be completed based on,
    among other things, the receipt of an executed debt commitment
    letter from the debt commitment party for the merger, and the
    terms of the debt commitment letter and the reputation of the
    debt commitment party, which, in the reasonable judgment of the
    Continucare Board, increases the likelihood of such financing
    being completed.  Consideration
    of Risks and Other Potentially Negative Factors
    
    the risks and contingencies relating to the announcement and
    pendency of the merger and the risks and costs to Continucare if
    the merger does not close timely or does not close at all,
    including the impact on Continucares relationships with
    employees and with third parties;
    the risk of diverting management focus, employee attention and
    resources from other strategic opportunities and from
    operational matters while working to complete the merger;
    the fact that Continucare shareholders will have a significantly
    smaller ongoing equity participation in Metropolitan (and, as a
    result, a smaller opportunity to participate in any future
    earnings or growth of Metropolitan and future appreciation in
    the value of Metropolitan common stock following the merger)
    than they currently have in Continucare;
    the fact that a fixed Continucare exchange ratio means that
    Continucare shareholders could be adversely affected by a
    decrease in the trading price of Metropolitan common stock
    between the announcement of the merger agreement and the
    completion of the merger;
    the challenges of combining the businesses, policies, processes,
    systems, operations and workforces of Metropolitan and
    Continucare and realizing the anticipated cost savings and
    operating synergies;
    the risk that the parties may incur significant costs and
    unexpected delays resulting from seeking governmental consents
    and approvals necessary for completion of the merger; 44




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
    the fact that, while Continucare expects that the merger will be
    consummated, there can be no assurance that all conditions to
    the parties obligations to complete the merger agreement
    (including the condition that the parties obtain all required
    regulatory approvals) will be satisfied, and, as a result, the
    merger may not be consummated;
    the risk that Metropolitan may not be able to obtain the
    financing contemplated by the debt commitment letter;
    the fact that the merger consideration would be taxable to
    Continucare shareholders that are U.S. holders for
    U.S. federal income tax purposes;
    the fact that Continucares directors and executive
    officers have interests in the merger that are different from,
    or in addition to, the Continucare shareholders, as described
    below in  Interests of Continucare Directors
    and Executive Officers in the Merger;
    the terms and conditions of the merger agreement, including:  
    that Continucare generally conduct its business only in the
    ordinary course and that Continucare is subject to a variety of
    other restrictions on the conduct of its business prior to the
    completion of the merger, any of which may delay or prevent
    Continucare from pursuing business opportunities that may arise
    or may delay or preclude Continucare from taking actions that
    would be advisable if it were to remain an independent company;
    the non-solicitation covenants and the requirement that
    Continucare must pay to Metropolitan a termination fee of
    $12 million if the merger agreement is terminated under
    circumstances specified in the merger agreement, as described
    below in The Merger Agreement  Termination Fees
    and Expenses; and  
    the risks described in the section titled Risk
    Factors. Recommendations
    of the Continucare Board      The Continucare Board unanimously recommends that you vote
    FOR the proposal to approve the merger agreement and
    FOR the proposal to adjourn or postpone the special
    meeting, if necessary or appropriate, to solicit additional
    proxies.
   45




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Continucare
    Forecasts Reviewed by the Continucare Board              46




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CNU Base ForecastFiscal Year Ended June 30,(Dollars in millions, except per share data)

2011E


2012E


2013E


2014E


2015E


2016ETotal Revenue

$
333


$
383


$
416


$
447


$
472


$
493% Growth


7.3



14.8



8.8



7.5



5.5



4.4Total Medical Claims Expense

$
215


$
248


$
272


$
295


$
313


$
328% Growth


3.1



15.4



9.6



8.3



6.0



4.7EBITDA(1)

$
45


$
57


$
64


$
68


$
72


$
75% Margin


13.5



14.9



15.3



15.2



15.2



15.1Diluted Earnings per Share (EPS)

$
0.42


$
0.52


$
0.58


$
0.62


$
0.66


$
0.68% EPS Growth


16.7



23.8



11.5



6.9



6.5



3.0     (1)
    
    EBITDA is defined as earnings
    before interest, taxes, depreciation, and amortization.    Sensitivity Case 1Fiscal Year Ended June 30,(Dollars in millions, except per share data)

2011E


2012E


2013E


2014E


2015E


2016ETotal Revenue

$
333


$
383


$
416


$
447


$
472


$
493% Growth


7.3



14.8



8.8



7.5



5.5



4.4Total Medical Claims Expense

$
215


$
252


$
278


$
303


$
324


$
342% Growth


3.1



16.8



10.3



9.2



6.9



5.6EBITDA(1)

$
45


$
54


$
58


$
60


$
61


$
60% Margin


13.5



14.1



14.0



13.4



12.8



12.2Diluted Earnings per Share (EPS)

$
0.42


$
0.49


$
0.53


$
0.54


$
0.55


$
0.54% EPS Growth


16.7



16.7



8.2



1.9



1.9



(1.8
)     (1)
    
    EBITDA is defined as earnings
    before interest, taxes, depreciation, and amortization.    47




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Sensitivity Case 2Fiscal Year Ended June 30,(Dollars in millions, except per share data)

2011E


2012E


2013E


2014E


2015E


2016ETotal Revenue

$
333


$
383


$
415


$
444


$
465


$
482% Growth


7.3



14.8



8.6



6.8



4.7



3.7Total Medical Claims Expense

$
215


$
253


$
280


$
305


$
326


$
343% Growth


3.1



17.7



10.3



9.1



6.8



5.5EBITDA(1)

$
45


$
52


$
56


$
55


$
51


$
48% Margin


13.5



13.6



13.4



12.3



11.1



10.0Diluted Earnings per Share (EPS)

$
0.42


$
0.47


$
0.50


$
0.49


$
0.46


$
0.43% EPS Growth


16.7



11.9



6.4



(2.0
)


(6.1
)


(6.5
)     (1)
    
    EBITDA is defined as earnings
    before interest, taxes, depreciation, and amortization.  Important
    Information about the Financial Forecasts
         48




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##### Table of Contents



Opinions
    of Continucares Financial Advisors  UBS
    Securities LLC
    Annex B UBS opinion was provided for the benefit of
    Continucares board of directors (in its capacity as such)
    in connection with, and for the purpose of, its evaluation of
    the merger consideration from a financial point of view and did
    not address any other aspect of the merger. The opinion did not
    address the relative merits of the merger as compared to other
    business strategies or transactions that might be available with
    respect to Continucare or Continucares underlying business
    decision to effect the merger. The opinion does not constitute a
    recommendation to any shareholder as to how to vote or act with
    respect to the merger.
    
    reviewed certain publicly available business and financial
    information relating to Continucare and Metropolitan;
    reviewed certain internal financial information and other data
    relating to Continucares business and financial prospects
    that were not publicly available that Continucares board
    of directors directed UBS to utilize for purposes of its
    analysis, including financial forecasts and estimates prepared
    by Continucares management under three cases and the
    probabilities assigned by such management to such cases;
    reviewed certain internal financial information and other data
    relating to Metropolitans business and financial prospects
    that were not publicly available that Continucares board
    of directors directed UBS to utilize for purposes of its
    analysis, including financial forecasts and estimates prepared
    by Metropolitans management;
    reviewed certain estimates of synergies prepared by the
    managements of Continucare and Metropolitan that were not
    publicly available that Continucares board of directors
    directed UBS to utilize for purposes of its analysis;
    conducted discussions with members of the senior managements of
    Continucare and Metropolitan concerning the businesses and
    financial prospects of Continucare and Metropolitan; 49




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##### Table of Contents




    reviewed publicly available financial and stock market data with
    respect to certain other companies UBS believed to be generally
    relevant;
    compared the financial terms of the merger with the publicly
    available financial terms of certain other transactions UBS
    believed to be generally relevant;
    reviewed current and historical market prices of Continucare
    common stock and Metropolitan common stock;
    considered certain pro forma effects of the merger on the
    financial statements of Metropolitan;
    reviewed a draft, dated June 25, 2011, of the merger
    agreement; and
    conducted such other financial studies, analyses and
    investigations, and considered such other information, as UBS
    deemed necessary or appropriate.       50




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##### Table of Contents



The
    financial analyses summarized below include information
    presented in tabular format. In order for UBS financial
    analyses to be fully understood, the tables must be read
    together with the text of each summary. The tables alone do not
    constitute a complete description of the financial analyses.
    Considering the data below without considering the full
    narrative description of the financial analyses, including the
    methodologies and assumptions underlying the analyses, could
    create a misleading or incomplete view of UBS financial
    analyses.
  Selected
    Companies Analysis
    Medicare Managed Care Companies

Medicaid Managed Care Companies   HealthSpring, Inc.

   AMERIGROUP Corporation   Humana Inc.

   Centene Corporation   Molina Healthcare, Inc.   Wellcare Health Plan, Inc.    51




---



##### Table of Contents



in-the-money),
  ImpliedMultiples for


Implied MultiplesImplied Multiples


Metropolitan Based on:


for Continucare Based on:for Selected Companies


Closing Stock


Closing Stock


Implied per Share Value ofHigh


Mean


Median


Low


Price on 6/24/11


Price on 6/24/11


Merger ConsiderationContinucare





ContinucareManagement





ManagementMetropolitan





Probability 





Probability Metropolitan


Management


Continucare


Weighted


Continucare


WeightedStreet Estimates


Estimates


Street Estimates


Estimates


Street Estimates


EstimatesEnterprise Value as Multiple of EBITDA:Latest 12 Months


9.2
x


6.9
x


6.6
x


3.7
x


3.7
x


3.7
x


6.0
x


6.0
x


8.7
x


8.7
xCalendar Year 2011E


8.4
x


7.1
x


7.1
x


4.4
x


4.5
x


4.2
x


5.4
x


5.3
x


7.8
x


7.6
xCalendar Year 2012E


8.3
x


7.1
x


6.9
x


6.5
x


na



3.8
x


na



4.6
x


na



6.6
xClosing Stock Price as Multiple of EPS:Calendar Year 2011E


16.8
x


13.1
x


13.1
x


7.6
x


7.6
x


8.9
x


11.0
x


10.6
x


14.8
x


14.4
xCalendar Year 2012E


14.9
x


12.4
x


13.1
x


8.0
x


8.0
x


8.0
x


na



9.3
x


na



12.6
x  52




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##### Table of Contents



Selected
    Transactions Analysis
    AnnouncementDate

Acquiror

Target3/28/11

Warburg Pincus LLC

Rural/Metro Corporation3/3/11

Valitas Health Services, Inc.

American Service Group Inc.2/14/11

Clayton, Dubilier & Rice, LLC

Emergency Medical Services Corporation2/8/11

Kindred Healthcare, Inc.

RehabCare Group, Inc.11/1/10

McKesson Corporation

US Oncology, Inc.10/26/10

Münchener Rückversicherungs-Gesellschaft
    Aktiengesellschaft (Munich Re)

Windsor Health Group, Inc.9/27/10

Providence Equity Partners LLC

Nighthawk Radiology Holdings, Inc.9/7/10

Onex Corporation

ResCare, Inc.8/16/10

Leonard Green & Partners, L.P.

Prospect Medical Holdings, Inc.5/24/10

Gentiva Health Services, Inc.

Odyssey HealthCare, Inc.5/17/10

Universal Health Services, Inc.

Psychiatric Solutions, Inc.5/17/10

Providence Equity Partners LLC

Virtual Radiologic Corp.     Implied Multiplesfor Continucare Based on Implied per Share Value of Merger
    ConsiderationContinucareImplied Multiples





Managementfor Selected Transactions


Continucare


Probability Transaction Value as Multiple of:

High


Mean


Median


Low


Street Estimates


Weighted EstimatesLatest 12 Months Revenue


2.0
x


1.1
x


1.1
x


0.3
x


1.1
x


1.1
xOne-Year Forward Estimated Revenue


1.9
x


1.0
x


1.0
x


0.3
x


1.1
x


1.0
xLatest 12 Months EBITDA


11.5
x


9.1
x


9.6
x


6.4
x


8.7
x


8.7
xOne-Year Forward Estimated EBITDA


11.0
x


7.8
x


8.4
x


4.0
x


7.8
x


7.6
x   Discounted
    Cash Flow Analysis
   53




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##### Table of Contents



Miscellaneous
        Barrington
    Research Associates, Inc.
    Annex C
 54




---



##### Table of Contents




    met with the members of the Board to discuss the transaction;
    met with certain members of the senior management of Continucare
    to discuss the operations, financial condition, liquidity,
    future prospects, and projected operations and performance of
    Continucare generally, and the matters discussed in the
    following two clauses below;
    reviewed the audited financial statements for Continucare for
    the five fiscal years ended June 30, 2010 and the interim
    financial statements for Continucare for the nine months ended
    March 31, 2011, which Continucares management had
    identified as being the most current financial statements
    available, as well as estimated financial statements for the
    fiscal year ended June 30, 2011;
    reviewed certain financial forecasts prepared by
    Continucares management with respect to Continucare, for
    the fiscal years ending June 30, 2011 through 2016;
    reviewed certain publicly available business and financial
    information relating to Continucare and Metropolitan that BRAI
    deemed to be relevant, including publicly available research
    analysts estimates;
    reviewed certain publicly available financial data for companies
    that BRAI deemed comparable to Continucare and Metropolitan;
    reviewed drafts of the merger agreement dated June 23 and 24,
    2011;
    reviewed the reported prices and the historical trading activity
    of shares of Continucares common stock and
    Metropolitans common stock;
    compared the financial performance of Continucare and the
    valuation multiples relating to the merger with those of certain
    other transactions that BRAI deemed relevant;
    analyzed the present value of the future cash flows expected to
    be generated by Continucare using different cost of capital and
    terminal multiple assumptions;
    compared the financial performance of Continucare and
    Metropolitan and their respective stock market trading multiples
    with those of certain other publicly traded companies that BRAI
    deemed relevant; and
    conducted such other studies, analyses, and inquiries as BRAI
    deemed appropriate and taken into account such other matters as
    BRAI deemed necessary, including an assessment of general
    economic, market, and monetary conditions.       55




---



##### Table of Contents



Summary
    of Financial Analysis
    
    comparable company analysis;
    comparable transaction analysis;
    stock price analysis and evaluation of control premiums; and
    discounted cash flow analysis.    
    comparable company analysis; and
    trading analysis.    Comparable
    Company Analysis
    
    Price/Earnings Ratios;
    Price/Earnings to Growth (PEG) Ratios;
    Enterprise Value/Sales Ratios; and
    Enterprise Value/EBITDA Ratios.  and/or
 56




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##### Table of Contents



Health Services

Hospitals

Health PlansUnitedHealth Group

HCA Holdings

WellpointDaVita

Universal Health Services

AetnaMednax

Tenet Healthcare

CIGNAEmergency Medical Services

Health Management Assoc.

HumanaMagellan Health Services

HealthSouth

Coventry Health CareTeam Health Holding

Community Health Systems

AMERIGROUPHanger Orthopedic Group

LifePoint Hospitals

HealthSpringIPC The Hospitalist Co.

Select Medical Holdings

Health NetU.S. Physical Therapy

Kindred Healthcare

Centene Corp.American Dental Partners

National Healthcare

Molina HealthcareMetropolitan Heath Networks       PEG


EV/Price/Earnings


Ratios


Sales


EV/EBITDAPrice


2010A


LTM


2011E


2012E


2011E


LTM


2010A


LTM


2011E


2012EContinucare Corp.

$
4.21
(1)


11.7



10.5



10.0



8.6



0.6



0.7



4.3



5.3



4.9



4.4$
6.25
(2)


17.4



15.6



14.9



12.8



0.9



1.0



8.8



7.8



7.5



6.2$
6.40
(3)


17.8



16.0



15.2



13.1



0.9



1.1



9.0



8.0



7.7



6.3$
6.45
(4)


17.9



16.1



15.4



13.2



0.9



1.1



9.1



8.1



7.7



6.4Health ServicesTruncated Low






12.2



11.6



12.1



11.0



0.6



0.4



3.4



4.1



4.5



4.4Mean






18.0



17.0



15.5



13.6



4.5



1.2



7.9



11.9



7.9



7.1Median






18.3



17.5



15.7



14.0



0.9



1.0



8.4



9.7



8.4



7.7Truncated High






21.7



19.1



17.5



16.0



2.2



1.9



9.8



16.1



9.2



8.3HospitalsTruncated Low






12.0



12.4



10.7



9.3



0.2



0.8



6.7



4.8



6.1



5.8Mean






15.4



14.7



13.2



11.9



0.9



1.0



7.7



7.2



6.9



6.4Median






14.7



15.3



12.9



11.6



0.6



1.0



7.4



7.0



6.9



6.5Truncated High






20.1



17.8



14.9



13.1



1.9



1.5



9.6



10.6



7.8



7.3Health PlansTruncated Low






10.8



10.0



10.0



9.2



0.7



0.2



3.4



5.4



5.7



5.2Mean






13.0



12.3



12.4



11.4



1.2



0.5



5.1



6.5



6.4



6.1Median






11.8



11.0



11.7



10.8



1.0



0.5



5.2



6.1



6.4



6.2Truncated High






18.6



17.7



15.8



14.1



1.3



0.7



6.1



6.7



6.9



6.8Mean  All Groups






15.6



14.8



13.7



12.3



2.4



0.9



6.9



8.7



7.1



6.6Median  All Groups






14.5



14.2



13.3



11.7



0.9



0.8



6.6



6.6



6.8



6.5     (1)
    
    Closing stock price at 6/20/11.(2)
    
    Per share merger consideration
    excluding Metropolitan stock. 57




---



##### Table of Contents



(3)
    
    Per share merger consideration
    including discounted Metropolitan stock.(4)
    
    Per share total merger
    consideration including full price Metropolitan stock.  Comparable
    Transaction Analysis
      MultiplesDates


Values ($ mil)


Premiums


Last 12 MonthsAnnounce


Close


Equity


Enterprise


# of Days from
    Announcement(5)





EV/Target Company

Acquiring Company

Price


Date


Date


Value


Value


1 Day


1 Week


1 Month


3 Months


P/E


EBITDA


EV/SContinucare Corp.

Metropolitan Health

$
4.21
(1)










258.9



303.5



















10.5



5.3



0.7Networks Inc.

$
6.25
(2)










378.9



423.5



46.4
%


50.6
%


37.7
%


24.3
%


15.6



7.8



1.0$
6.40
(3)










388.0



432.6



49.9
%


54.2
%


41.0
%


27.2
%


16.0



8.0



1.1$
6.45
(4)










391.0



435.6



51.1
%


55.4
%


42.1
%


28.2
%


16.1



8.1



1.1Psychiatric Solutions

Universal Health Services






5/17/10



11/15/10



1,727.0



2,794.3



3.4
%


9.5
%


9.5
%


49.1
%


13.9



8.7



1.5US Oncology

McKesson Corp.






11/1/10



12/30/10



415.0



1,855.5



n/a



n/a



n/a



n/a



n/a



8.5



0.5RehabCare Group

Kindred Healthcare






2/8/11



6/1/11



900.0



1,300.0



48.4
%


50.6
%


50.0
%


90.7
%


14.7



7.9



1.0Odyssey HealthCare

Gentiva Health Services






5/24/10



8/17/10



909.5



881.2



40.0
%


31.1
%


37.2
%


54.0
%


19.5



10.1



1.3Concentra

Humana






11/22/10



12/21/10



790.0



790.0



n/a



n/a



n/a



n/a



n/a



n/a



1.0Prospect Medical Holdings

Leonard Green & Partners






8/16/10



12/15/10



177.4



307.3



38.9
%


20.7
%


42.9
%


21.4
%


12.1



5.5



0.7Virtual Radiologic Corp.

Providence Equity






5/17/10



7/12/10



280.6



228.3



32.8
%


31.2
%


53.6
%


52.4
%


33.2



10.8



1.9NightHawk Radiology Hldgs

Virtual Radiologic Corp.






9/27/10



12/22/10



155.4



182.9



100.0
%


105.0
%


138.1
%


169.7
%


195.5



7.5



1.2Dialysis Corp. of America

US Renal Care






4/14/10



6/3/10



108.1



113.4



72.5
%


80.6
%


66.8
%


55.6
%


43.0



9.1



1.1American Surgical Hldgs

Great Point Partners






12/20/10



3/23/11



36.8



32.8



118.9
%


99.3
%


221.1
%


240.0
%


13.3



7.7



1.3Group Mean
























56.9
%


53.5
%


77.4
%


91.6
%


43.1



8.4



1.1Group Median
























44.2
%


40.9
%


51.8
%


54.8
%


17.1



8.5



1.2     (1)
    
    Closing stock price at 6/20/11.(2)
    
    Per share merger consideration
    excluding Metropolitan stock.(3)
    
    Per share merger consideration
    including discounted Metropolitan stock.(4)
    
    Per share total merger
    consideration including full price Metropolitan stock.(5)
    
     Premiums for
    Continucare are based upon the trading close on 6/20/11. Private
    transaction premiums were unavailable.  Stock
    Price Analysis and Premiums
      58




---



##### Table of Contents



Premium based on per share merger consideration of:(Periods as of 6/20/11)

Date


Stock Price


$6.25


$6.40


$6.451 Day


6/20/11


$
4.21



48.5%



52.0%



53.2%1 Week


6/14/11


$
4.14



51.0%



54.6%



55.8%1 Month


5/20/11


$
4.54



37.7%



41.0%



42.1%3 Months


3/18/11


$
5.03



24.2%



27.2%



28.2%6 Months


12/20/10


$
4.88



28.1%



31.1%



32.2%1 Year


6/18/10


$
4.08



53.2%



56.9%



58.1%18 Months


12/18/09


$
3.92



59.4%



63.3%



64.5%2 Years


6/19/09


$
2.50



150.0%



156.0%



158.0%One YearHigh





$
5.69



9.8%



12.5%



13.4%Low





$
3.25



92.3%



96.9%



98.5%Mean





$
4.42



41.4%



44.8%



46.0%90-Day
    VWAP





$
4.95



26.4%



29.4%



30.4%   Forecasts
    and Assumptions
    Discounted
    Cash Flow Analysis
    30-year
 59




---



##### Table of Contents



Valuation
    Considerations for Metropolitan Shares
    PEG


EV/

















LTMCurrent


Price/Earnings


Ratio


Sales


EV/EBITDA


Mkt Cap


SalesCompany

Ticker


Price


2010A


LTM


2011E


2012E


2011E


LTM


2010A


LTM


2011E


2012E


$ Mil


$ MilMetropolitan Health Networks, Inc.


MDF


$
4.79



7.7



7.6



6.9



6.7



0.6



0.4



3.2



3.6



3.3



3.0



199



370Group Mean










18.3



17.3



15.7



13.7



4.5



1.3



8.0



12.1



8.0



7.2



6,615



10,349Group Median










18.3



17.5



15.7



14.0



0.9



1.0



8.4



9.7



8.4



7.7



1,265



1,451     Conclusion
       60




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##### Table of Contents



Interests
    of Continucare Directors and Executive Officers in the
    Merger    
    the fact that stock options held by Continucares directors
    and executive officers will fully vest and the directors and
    executive officers will be entitled to a cash payment in
    connection with cancellation of such stock options;
    the fact that certain Continucare executive officers will
    receive change of control or severance payments pursuant to
    agreements with such executive officers; and
    the fact that Richard C. Pfenninger, Chairman and Chief
    Executive Officer of Continucare, and Fernando Fernandez, Chief
    Financial Officer of Continucare, will receive change in control
    or severance payments pursuant to agreements between such
    officers and Metropolitan.  FOR
  Agreements
    with Executive Officers
  change-in-control.
    Stock
    Options
   61




---



##### Table of Contents




    the number of shares subject to outstanding options for
    Continucare common stock held by such person;
    the weighted average exercise price for such options; and 
  
    the aggregate value of such options (without regard to
    deductions or withholdings for applicable taxes), assuming the
    closing of the merger as soon as practicable after the
    Continucare special meeting, calculated by multiplying
    (1) the number of shares of Continucare common stock
    subject to the options by (2) the excess, if any, of
    (a) $6.45 over (b) the weighted average exercise price
    per share of such options. 
  Stock OptionsWeighted AverageNon-Employee Directors and Executive Officers

Shares

Exercise Price

ValueRobert J. Cresci, Director


165,000


$
2.96


$
575,850Neil Flanzraich, Director


165,000



2.96



575,850Phillip Frost, M.D., Director


165,000



2.96



575,850Jacob Nudel, M.D., Director


145,000



3.11



484,550Marvin A. Sackner, M.D., Director


50,000



4.65



90,250Jacqueline Simkin, Director


75,000



3.69



207,000A. Marvin Strait, Director


158,334



3.03



541,853Richard C. Pfenniger, Jr.


1,100,000



2.83



3,977,250Fernando L. Fernandez


900,000



2.53



3,526,250Gemma Rosello


675,000



2.85



2,429,750Luis H. Izquierdo


600,000



2.13



2,589,750All directors and executive officers as a group (11 persons)





$
2.74


$
15,574,203   Indemnification
    and Insurance
       62




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##### Table of Contents



Stock
    Ownership of Directors and Executive Officers of
    Continucare   
  Voting
    Agreement      Rule 13d-3
  Agreement to Vote.
  
    in favor of and to adopt the merger agreement and approve the
    merger
    and/or the
    other transactions contemplated by the merger agreement;
    except as otherwise agreed to in writing in advance by
    Metropolitan in its sole discretion, against the following:  
    any acquisition proposal;
    any change in a majority of the persons who constitute the board
    of Continucare;
    any action or agreement that would result in a breach of any
    covenant, representation or warranty or any obligation or
    agreement of Continucare under the merger agreement or the
    voting agreement; or
    any action which could reasonably be expected, to materially
    impede, materially interfere with, materially delay, materially
    postpone or materially adversely affect the merger and the
    transactions contemplated by the merger agreement.  Restrictions.
  Termination.
 63




---



##### Table of Contents



Exclusivity
    Agreement  and/or
 Metropolitans
    Reasons for the Merger      
    its knowledge of Metropolitans business, operations,
    financial condition, earnings and prospects both before and
    after the merger;
    its knowledge of the current environment in the healthcare
    industry, including reimbursement and regulatory risks, economic
    conditions, the potential for continued consolidation, current
    financial market conditions and the perceived likely effects of
    these factors on Metropolitans and Continucares
    potential growth, development, productivity and strategic
    direction;
    Metropolitan managements expectation that the combined
    company will achieve annual pre-tax savings of at least
    $5 million per year beginning in 2012, primarily through
    the elimination of certain of Continucares public company
    expenses and certain Continucare senior executive leadership
    positions;
    its view that the combined companys overall cost of
    capital would be lower than the current average cost of capital
    of either Metropolitan and Continucare;
    that Continucares revenue and earnings before interest,
    taxes, and depreciation and amortization would grow from 2012
    through 2015 based upon the Supplemented CNU Forecast, which is
    described in greater detail below;
    the strategic nature of the acquisition, which will create a
    combined company:  
    with one of the largest provider service networks in Florida;
    with significantly increased scale, in terms of customers,
    revenues and earnings, as well as additional expertise and
    capability,
    that may be viewed by Medicare Advantage insurers as a more
    attractive provider partner as the Medicare
    Advantage insurers seek to enter
    and/or
    further penetrate additional markets in Florida or other states;
    with the prospects for an expanded customer base and service
    offerings to allow for new business relationships and
    transactions not available to either company on a stand-alone
    basis; 64




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##### Table of Contents




    its view that the combined companys increased economic
    scale and use of acquisition financing could:  
    increase Metropolitans market capitalization, which may
    broaden the appeal of its common stock; and
    increase Metropolitans attractiveness as an acquisition
    target;  
    that Metropolitans successful acquisition of Continucare
    could be viewed by the equities markets as a key indicator of
    Metropolitans future growth through acquisition potential;
    that, since the debt markets generally favor larger debt
    issuances to smaller debt issuances, the combined company may be
    able to more cost efficiently utilize debt than Metropolitan
    could before the merger;
    that the equity markets may not yet be valuing accountable
    care organizations like Metropolitan and Continucare as
    highly as they may in the future as a result of regulatory and
    industry changes;
    that the addition of Continucares provider network would
    add two important markets, Miami and Tampa, to
    Metropolitans existing provider service network, and would
    significantly bolster its existing network in another important
    market, Broward County, Florida;
    that Continucares main business (approximately 70% of its
    revenue last fiscal quarter) is providing service to Humana
    Medicare Advantage customers, the same type of business that
    accounted for almost 100% of Metropolitans revenue in the
    last fiscal quarter;
    that the combination would diversify Metropolitans
    existing business by adding additional Medicare Advantage
    insurers, including Vista and WellCare;
    that Continucares primarily staff model system
    would significantly increase the percentage of
    Metropolitans customers seen in an owned medical practice
    instead of an independent providers practice;
    that Continucare operates in the managed care Medicaid market,
    and that pending legislation in the State of Florida, if
    enacted, is intended to transition Florida to an all managed
    care Medicaid program;
    Metropolitan managements view, based upon due diligence
    and discussions with Continucares management, that
    Metropolitan and Continucare share complementary core values
    with respect to focus on quality of care, efficiency, culture
    and regulatory compliance;
    that the merger will join two, experienced healthcare industry
    management teams with complementary values, established track
    records, and technical and operational expertise;
    Morgan Joseph TriArtisans oral opinion, expressed on
    June 26, 2011 and subsequently confirmed in writing on
    June 26, 2011, to the Metropolitan Board as to the
    fairness, from a financial point of view and as of the date of
    the opinion, to Metropolitan of the consideration to be paid as
    provided for in the merger agreement, as more fully described
    below in  Opinion of Metropolitans
    Financial Advisor;
    the premiums paid by the acquiring entities in selected
    transactions;
    information concerning the financial conditions, results of
    operations, prospects and businesses of Metropolitan and
    Continucare, including the respective companies cash flows
    from operations, recent performance of common shares and the
    ratio of Metropolitans stock price to Continucares
    stock price over various periods; and
    the structure of the merger and the terms and conditions of the
    merger agreement, including the following:  
    the expectation that significant delays in obtaining material,
    regulatory approvals for the transaction are unlikely;
    that Continucare agreed to pay a termination fee of
    $9 million or $12 million to Metropolitan, and to
    reimburse Metropolitan for up to $1.5 million of its
    transaction-related fees and expenses, if the 65




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merger is not consummated for certain reasons as more fully
    described below in The Merger Agreement 
    Termination Fees and Expenses;  
    the probability that the conditions to completion of the merger
    would be satisfied; and
    that, subject to certain exceptions, Continucare is prohibited
    from taking certain actions that would be deemed to be a
    solicitation under the merger agreement, including solicitation,
    initiation, encouragement of any inquiries or the making of any
    proposals for certain types of business combination or
    acquisition of Continucare (or entering into any agreements for
    such business combinations or acquisitions of Continucare or any
    requirement to abandon, terminate or fail to consummate the
    merger).    
    information and analysis provided by Continucare to Metropolitan
    after March 31, 2011, which included the estimated impact
    of (1) final 2012 Medicare Advantage capitation rates from
    CMS for calendar years 2012 and 2013 and (2) an anticipated
    immaterial acquisition by Continucare for calendar years 2011
    through 2015 (based on the acquisition targets applicable
    historical financial information), and
    an estimate of potential annual cost savings resulting from the
    elimination of (1)  Continucares public company costs
    and (2) certain senior executive positions at Continucare,
    each in connection with the merger.        
    the risks and contingencies relating to the announcement and
    pendency of the merger and the risks and costs to Metropolitan
    if the merger does not close timely or does not close at all,
    including the impact on Metropolitans relationships with
    employees, insurers, service providers and with other third
    parties;
    the significant costs that will likely be incurred by
    Metropolitan in connection with the transaction, including
    significant costs to be incurred in connection with the new debt
    financing, regardless of whether the merger is consummated;
    the risk that the substantial additional indebtedness to be
    incurred in the merger could adversely effect
    Metropolitans operational flexibility and increase its
    vulnerability to a downturn in general economic conditions or
    Metropolitans business;
    the risk that the combined entity will be unable to comply with
    the financial and other covenants contained in the new debt
    financing; 66




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
    the potential dilution to Metropolitan shareholders;
    the risk of diverting management focus, employee attention and
    resources from other potential strategic opportunities and from
    operational matters while working to complete the merger and
    integrate the Continucare operations;
    the significant competition in certain of the combined
    companys key markets, including Miami-Dade County, Florida;
    that the combined companys business would be significantly
    dependent on one customer, Humana, and would be concentrated in
    the State of Florida;
    that Medicaid is a low-margin business, and that Metropolitan
    has no experience treating children and expectant mothers, which
    currently constitutes the majority of Medicaid recipients;
    the challenges of combining the businesses, operations and
    workforces of Continucare and Metropolitan and realizing the
    anticipated cost savings and operating synergies;
    the combined entity will likely need to devote additional
    management resources to investor relations;
    the risk that the parties may incur significant costs and delays
    resulting from seeking governmental consents and approvals
    necessary for completion of the merger;
    the terms and conditions of the merger agreement, including:  
    that Metropolitan will have limited, if any, recourse against
    third parties if Continucares business does not continue
    to grow as projected by Continucares management;
    that Metropolitan must pay to Continucare a termination fee of
    $12 million if the merger agreement is terminated under
    circumstances specified in the merger agreement, as more fully
    described below in The Merger Agreement 
    Termination Fees and Expenses;
    that in the event a termination fee becomes payable and is paid,
    the party that pays such fee will have no further liability or
    obligation to the other party in connection with the
    transactions contemplated by the merger agreement;
    that Metropolitan is subject to certain restrictions on the
    conduct of its business prior to the completion of the merger;
    that, under certain circumstances and subject to certain
    conditions more fully described below in The Merger
    Agreement  Covenants and Agreements  No
    Solicitation, Continucare may furnish information to, and
    conduct negotiations with, third parties (not affiliated with
    Metropolitan) in connection with unsolicited proposals for a
    business combination or acquisition of Continucare that would
    reasonably expected to be a superior proposal and the
    Continucare Board can terminate the merger agreement in order to
    accept a superior proposal or, under certain circumstances,
    change its recommendation prior to Continucare
    shareholders approval of the merger agreement; and  
    the risks described in the section titled Risk
    Factors.     67




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Opinion
    of Metropolitans Financial Advisor        The Morgan Joseph TriArtisan Opinion is addressed and was
    furnished solely to the Metropolitan Board and addresses only
    the fairness, from a financial point of view, to Metropolitan of
    the consideration to be paid by Metropolitan in the merger. It
    does not address the merits of the underlying business decision
    by Metropolitan or the Metropolitan Board to propose, consider,
    approve, recommend, declare advisable or consummate the merger,
    and does not constitute a recommendation to Metropolitan, the
    Metropolitan Board, the Continucare Board, the Continucare
    shareholders, or any other Metropolitan or Continucare
    constituent, person or entity as to how such person should vote
    or as to any other specific action that should be taken in
    connection with the merger, or any other matter.
    
    the June 25, 2011 draft of the merger agreement which
    Metropolitan represented to Morgan Joseph TriArtisan was, with
    respect to all of the material terms and conditions thereof,
    substantially in the form of the definitive merger agreement
    executed and delivered by the parties thereto promptly after the
    receipt of the Morgan Joseph TriArtisan Opinion;
    the Annual Report on
    Form 10-K
    filed by Metropolitan with the SEC for its fiscal year ended
    December 31, 2010, the Quarterly Report on
    Form 10-Q
    filed by Metropolitan with the SEC for its fiscal quarter ended
    March 31, 2011, and certain other Exchange Act filings made
    by Metropolitan with the SEC;
    the Annual Report on
    Form 10-K
    filed by Continucare with the SEC for its fiscal year ended
    June 30, 2010, the Quarterly Report on
    Form 10-Q
    filed by Continucare with the SEC for its fiscal quarters ended
    September 30, 2010, December 31, 2010 and
    March 31, 2011, and certain other Exchange Act filings made
    by Continucare with the SEC;
    with respect to Continucare, certain information prepared
    internally by Continucare and other data relating to its
    business and prospects, including certain forecasts and
    presentations prepared by Continucare, which were provided to
    Morgan Joseph TriArtisan by Continucares senior management;
    with respect to Metropolitan, certain information prepared
    internally by Metropolitan and other data relating to its
    business and prospects, including certain forecasts and
    presentations prepared by Metropolitan, which were provided to
    Morgan Joseph TriArtisan by Metropolitans senior
    management; 68




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
    the reported current and historical prices and trading activity
    of Metropolitan common stock and Continucare common stock;
    certain information relating to certain strategic, financial and
    operational benefits anticipated from the merger, prepared and
    reviewed by the managements of Metropolitan and Continucare,
    which information was discussed with the managements of
    Continucare and Metropolitan;
    certain publicly available information concerning certain other
    companies engaged in businesses which Morgan Joseph TriArtisan
    believed to be generally comparable and the trading markets for
    certain of such other companies securities; and
    the financial terms of certain recent unrelated business
    combinations which Morgan Joseph TriArtisan believed to be
    relevant.           69




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70




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Analyses
    With Respect to the Metropolitan
  52-Week
    Trading Range Analysis
    Selected
    Companies Analysis
    Medicare Advantage

Multi LineHealthSpring, Inc.

Aetna Inc.Humana Inc.

CIGNA CorporationTriple-S Management Corporation

Coventry Health Care, Inc.Health Net, Inc.Medicaid

UnitedHealth Group IncorporatedAMERIGROUP Corporation

WellPoint, Inc.Centene CorporationMolina Healthcare, Inc.

Party to Proposed MergerContinucare        71




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Trading
    Multiples Observed from the Selected Companies
  Enterprise Value/EBITDA


Price/Earnings Ratio2011E


2012E


2011E


2012EMedicare AdvantageHigh


7.7
x


7.1
x


12.1
x


11.2
xLow


3.0
x


2.8
x


10.5
x


9.0
xMean


5.2
x


4.9
x


11.3
x


10.3
xMedian


5.0
x


5.0
x


11.4
x


10.8
xMedicaidHigh


8.6
x


7.9
x


16.7
x


15.0
xLow


5.8
x


5.2
x


14.4
x


14.2
xMean


7.5
x


7.0
x


15.7
x


14.5
xMedian


8.1
x


7.7
x


16.0
x


14.4
xMulti-LineHigh


9.6
x


10.4
x


15.7
x


10.9
xLow


3.1
x


3.0
x


9.6
x


9.2
xMean


6.9
x


6.8
x


11.7
x


10.1
xMedian


6.9
x


6.7
x


11.3
x


10.1
xParty to Proposed MergerContinucare (based on street estimates)


5.4
x


N/A



10.8
x


N/A     Discounted
    Cash Flow Analysis
    Pro Forma
    Trading Range Analysis
     72




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Analyses
    with Respect to Continucare
  Selected
    Companies Analysis
    Medicare Advantage

Multi LineHealthSpring, Inc.

Aetna Inc.Humana Inc.

CIGNA CorporationTriple-S Management Corporation

Coventry Health Care, Inc.Health Net, Inc.Medicaid

UnitedHealth Group IncorporatedAMERIGROUP Corporation

WellPoint, Inc.Centene CorporationMolina Healthcare, Inc.

Party to Proposed MergerMetropolitan        73




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Trading
    Multiples Observed from the Selected Companies
  Enterprise Value/EBITDA


Price/Earnings Ratio2011E


2012E


2011E


2012EMedicare AdvantageHigh


7.7
x


7.1
x


12.1
x


11.2xLow


3.0
x


2.8
x


10.5
x


9.0xMean


5.2
x


4.9
x


11.3
x


10.3xMedian


5.0
x


5.0
x


11.4
x


10.8xMedicaidHigh


8.6
x


7.9
x


16.7
x


15.0xLow


5.8
x


5.2
x


14.4
x


14.2xMean


7.5
x


7.0
x


15.7
x


14.5xMedian


8.1
x


7.7
x


16.0
x


14.4xMulti-LineHigh


9.6
x


10.4
x


15.7
x


10.9xLow


3.1
x


3.0
x


9.6
x


9.2xMean


6.9
x


6.8
x


11.7
x


10.1xMedian


6.9
x


6.7
x


11.3
x


10.1xParty to Proposed MergerMetropolitan (based on street estimates)


4.2
x


N/A



7.6
x


N/A     Selected
    Comparable Transactions Analysis
    Date Announced

Target
    Name

Acquiror Name10/26/2010

Windsor Health Group, Inc.

Munich Re8/15/2010

Prospect Medical Holdings Inc.

Leonard Green & Partners8/9/2007

Leon Medical Centers Health Plans, Inc.

Healthspring Inc.7/6/2007

Vista Healthplan, Inc.

Coventry Health Inc.     Purchase
    Price Multiples Observed from the Selected
    Transactions
  Mean

Median

High

LowTransaction Value/LTM EBITDA

7.1x

7.0x

10.2x

4.2x  74




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Discounted
    Cash Flow Analysis
    Discounted
    Cash Flow Analysis  With Synergies
    Leveraged
    Buyout Analysis
   75




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Premium
    Paid Analysis
    Date Announced

Target Name

Acquiror Name

Purchase Price($ in millions)5/16/11

Orthovita, Inc.

Stryker Corp.

$
296.65/4/11

Kendle International Inc.

INC Research, LLC


228.74/27/11

Vital Images Inc.

Toshiba Medical Systems


261.94/5/11

Inspire Pharmaceuticals, Inc.

Merck & Co. Inc.


416.43/28/11

Rural/Metro Corp.

Warburg Pincus LLC


437.83/17/11

Celera Corporation

Quest Diagnostics Inc.


657.23/6/11

TomoTherapy Incorporated

Accuray Incorporated


269.41/24/11

Genoptix, Inc.

Novartis Finance Corporation


442.210/28/11

BMP Sunstone Corporation

Sanofi


433.910/22/11

Clarient, Inc.

GE Healthcare Ltd.


455.09/7/10

ZymoGenetics Inc.

Bristol Myers Squibb Company


845.28/15/10

Prospect Medical Holdings Inc.

Leonard Green & Partners, L.P.


180.48/14/10

Res-Care Inc.

Onex Corporation


389.87/27/10

Health Grades Inc.

Vestar Capital Partners


250.47/19/10

Cypress Bioscience Inc.

Ramius Advisors, LLC


251.57/11/10

Micrus Endovascular Corp.

Codman & Shurtleff, Inc.


388.16/16/10

Somanetics Corp.

United States Surgical Corporation


298.8     Premium Paid Over Average PriceMeans

One Day


Seven Days


Thirty Days


Ninety Days1st Quartile:


52.4
%


50.6
%


61.5
%


68.4
%2nd Quartile:


43.4
%


43.5
%


50.3
%


53.9
%3rd Quartile:


39.2
%


39.1
%


44.0
%


46.0
%All Transactions:


34.1
%


35.1
%


38.9
%


40.7
%       Miscellaneous
   76




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break-up lock-up out-of-pocket
   Regulatory
    Approvals Required for the Merger     
   
   Financing
    Relating to the Merger   77




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Form 8-K
        
    the non-occurrence of a material adverse effect regarding
    Metropolitan, Continucare and their respective subsidiaries,
    taken as a whole;
    the substantially concurrent consummation of the merger in
    accordance with the terms of the merger agreement;
    the repayment of certain indebtedness of Metropolitan and
    Continucare;
    the ratio of consolidated total leverage to earnings before
    interest, taxes, depreciation and amortization, or
    EBITDA, of Metropolitan and its subsidiaries during
    the 12 months preceding the closing date of the merger, on
    a pro-forma basis after giving effect to the initial funding of
    the credit facilities to be provided pursuant to the debt
    financing commitments and the consummation of the merger but
    excluding certain outstanding letters of credit and assuming
    average working capital levels, not exceeding 3.6. For purposes
    of such closing condition, EBITDA shall be calculated subject to
    certain adjustments, including for certain projected cost
    savings associated with the merger; and
    other customary financing conditions more fully set forth in the
    debt commitment letter.  and/or and/or
  
    reduce the aggregate amount of the financing under the debt
    commitment letter (except as allowed in the following sentence);
    amend the conditions to the drawdown of the financing in a
    manner adverse to the interests of Continucare in any material
    respect, or which would otherwise in any other respect
    reasonably be expected to materially delay or prevent the
    consummation of the transactions contemplated by the merger
    agreement without the consent of Continucare.   78




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and/or
  and/or and/or
 Litigation
    Related to the Merger  4/9/09
     
   
 
   
 Listing
    of Metropolitan Common Stock Issued for Share Consideration;
    De-listing and Deregistration of Continucare Common
    Stock   Board of
    Directors and Management of Metropolitan Following the
    Merger   Dividend
    Policy of Metropolitan Following the Merger   79




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Continucare
    Shareholders Rights of Appraisal    Annex F Shareholders of Continucare are urged
    to read Annex F in its entirety and to consult with
    their legal advisers. Each shareholder of Continucare who
    desires to assert such shareholders appraisal rights is
    cautioned that failure on the shareholders part to adhere
    strictly to the requirements of Florida law in any regard will
    cause a forfeiture of any appraisal rights.
  Procedures for Exercising Rights of
    Appraisal. Annex F
             
    the date of the completion of the merger;
    Metropolitans estimate of the fair value of the
    Continucare shares; 80




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##### Table of Contents




    where to return the completed appraisal election form and, in
    the case of certificated shares, the shareholders stock
    certificates, and the date by which they must be received by
    Metropolitan or its agent, which date may not be fewer than
    40 days nor more than 60 days after the date
    Metropolitan sent the appraisal notice and appraisal election
    form to the shareholder;
    that, if requested in writing, Metropolitan will provide to the
    shareholder so requesting, within 10 days after the date
    set for receipt by Metropolitan of the appraisal election form,
    the number of shareholders who return the forms by the specified
    date and the total number of shares owned by them; and
    the date by which a notice from the shareholder of the
    shareholders desire to withdraw the shareholders
    appraisal election must be received by Metropolitan, which date
    must be within 20 days after the date set for receipt by
    Metropolitan of the appraisal election form from the shareholder.    
    the shareholders name and address;
    the number of shares as to which the shareholder is asserting
    appraisal rights;
    that the shareholder did not vote for the merger;
    whether the shareholder accepts the offer of Metropolitan to pay
    its estimate of the fair value of the Continucare shares to the
    shareholder; and
    if the shareholder does not accept the offer of Metropolitan,
    the shareholders estimated fair value of the Continucare
    shares and a demand for payment of the shareholders
    estimated value plus interest.           81




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BECAUSE OF THE COMPLEXITY OF THE PROVISIONS OF THE FLORIDA
    LAW RELATING TO APPRAISAL RIGHTS, CONTINUCARE SHAREHOLDERS WHO
    ARE
 82




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##### Table of Contents



CONSIDERING EXERCISING APPRAISAL RIGHTS ARE URGED TO CONSULT
    THEIR OWN LEGAL ADVISERS.
 Accounting
    Treatment   83




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MATERIAL
    UNITED STATES FEDERAL INCOME TAX CONSEQUENCES  non-U.S. holders
  mark-to-market
  non-U.S. laws
  WE URGE HOLDERS TO CONSULT THEIR OWN TAX ADVISORS REGARDING
    THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IN
    LIGHT OF THEIR PERSONAL CIRCUMSTANCES AND THE CONSEQUENCES OF
    THE MERGER UNDER U.S. FEDERAL NON-INCOME TAX LAWS AND
    STATE, LOCAL AND
    NON-U.S. TAX
    LAWS.
    
    a citizen or resident of the U.S.;
    a corporation (including any entity treated as a corporation for
    U.S. federal income tax purposes) created or organized
    under the laws of the U.S. or any of its political
    subdivisions;
    a trust that (i) is subject to the supervision of a court
    within the U.S. and the control of one or more
    U.S. persons or (ii) has a valid election in effect
    under applicable U.S. Treasury regulations to be treated as
    a U.S. person; or
    an estate that is subject to U.S. federal income tax on its
    income regardless of its source.   U.S.
    Holders  Tax Consequences of the Merger.
 84




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Ownership of Metropolitan Common Stock.
     Non-U.S.
    Holders  non-U.S. holder
  Tax Consequences of the Merger. non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder
 85




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Non-U.S. holders non-U.S. holders Non-U.S. holders
  Ownership of Metropolitan Common Stock. non-U.S. holders non-U.S. holders non-U.S. holder Form W-8ECI, non-U.S. holder Form W-8BEN non-U.S. holder non-U.S. holder
  non-U.S. holder
  non-U.S. holder
  non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder
 86




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Information
    Reporting and Backup Withholding  non-U.S. holders non-U.S. older
    THE FOREGOING DISCUSSION OF UNITED STATES FEDERAL INCOME TAX
    CONSEQUENCES IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT
    INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX
    CONSEQUENCES RELATING TO THE MERGER. TAX MATTERS ARE VERY
    COMPLICATED, AND THE TAX CONSEQUENCES OF THE MERGER TO HOLDERS
    WILL DEPEND UPON THE FACTS OF THEIR PARTICULAR SITUATION.
    BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, HOLDERS SHOULD
    CONSULT THEIR TAX ADVISORS REGARDING THE APPLICABILITY TO THEM
    OF THE RULES DISCUSSED ABOVE AND THE PARTICULAR TAX EFFECTS
    TO THEM OF THE MERGER, INCLUDING THE APPLICATION OF STATE, LOCAL
    AND FOREIGN TAX LAWS.
 87




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THE
    MERGER AGREEMENT  Annex A statement/prospectus,
             The
    Merger; Closing     88




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Articles
    of Incorporation and Bylaws of the Surviving
    Corporation     Directors
    and Officers of the Surviving Corporation   Merger
    Consideration  Metropolitan
    Shareholders
    Continucare
    Shareholders
   Fractional
    Shares   Exchange
    Procedures   89




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Exchange
    of Shares   
       Lost
    Stock Certificates   Effect of
    the Merger on Continucares Stock Options   90




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##### Table of Contents



Representations
    and Warranties    
    due organization, good standing and the requisite corporate
    power and authority to carry on their respective businesses;
    capitalization;
    ownership of subsidiaries;
    corporate power and authority to enter into the merger
    agreement, the valid and binding nature of the merger agreement
    and enforceability of the merger agreement;
    board of directors approval and, in the case of Continucare,
    recommendation to shareholders to approve the merger agreement;
    absence of conflicts with organizational documents, breaches of
    contracts and agreements, liens upon assets and violations of
    applicable law resulting from the execution and delivery of the
    merger agreement and consummation of the transactions
    contemplated by the merger agreement;
    absence of required governmental or other third party consents
    in connection with execution, delivery and performance of the
    merger agreement and consummation of the transactions
    contemplated by the merger agreement other than governmental
    filings specified in the merger agreement;
    timely filing of required documents with the SEC since
    July 1, 2008, compliance of such documents with the
    requirements of the Securities Act and the Exchange Act, and the
    absence of untrue statements of material facts or omissions of
    material facts in those documents;
    compliance of financial statements with GAAP;
    absence of any transaction that would be required to be
    disclosed under Item 404 of
    Regulation S-K
    promulgated under the Securities Act;
    absence, to the knowledge of Metropolitan or Continucare, as
    applicable, since July 1, 2008, of any substantive
    complaint or allegation regarding improper accounting practices,
    or reports of material violations of securities laws;
    absence of any liabilities other than as and to the extent
    reflected or reserved against the consolidated audited balance
    sheet of Metropolitan or Continucare, as applicable, as of
    March 31, 2011, incurred in connection with the merger
    agreement or that would not have or reasonably be expected to
    have, individually or in the aggregate, a material adverse
    effect;
    absence of specified changes or events and conduct of business
    in the ordinary course since March 31, 2011;
    absence since March 31, 2011 of any change, effect,
    development or event that has had, or would reasonably be
    expected to have a material adverse effect;
    absence of misleading information contained or incorporated into
    this proxy statement/prospectus, the registration statement of
    which this proxy statement/prospectus forms a part, or any other
    filings made by either party with the SEC in connection with the
    merger;
    compliance with applicable laws, including healthcare regulatory
    laws, and holding of all necessary permits;
    employee benefits matters and ERISA compliance; 91




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
    labor matters and compliance with labor and employment law;
    absence of litigation;
    tax matters;
    environmental matters and compliance with environmental laws;
    intellectual property;
    receipt of an opinion from each partys financial
    advisor; and
    no brokers or finders fees.    
    payment of fees under the debt commitment letter;
    validity and enforceability of the debt commitment letter;
    absence of default under the debt commitment letter; and
    absence of contingencies related to the funding of financing
    other than as set forth in the debt commitment letter.      
    any change, effect, development or event that, individually or
    in the aggregate, (i) has had or would reasonably be
    expected to have a material adverse effect on the financial
    condition, business, assets, liabilities, or results of
    operations of such party and its subsidiaries, taken as a whole
    or (ii) would prevent or materially impair the ability of
    such person to consummate the transactions contemplated by the
    merger agreement. In making this determination, no change,
    effect, development or event (by itself or when aggregated) to
    the extent resulting from any of the following shall be taken
    into account when determining whether a material adverse effect
    has occurred or may occur:  
    any changes, effects, developments or events in the economy or
    the financial, credit or securities markets in general
    (including changes in interest or exchange rates);
    any changes, effects, developments or events in the industries
    in which such party and its subsidiaries operate;
    any changes, effects, developments or events resulting from the
    announcement or pendency of the transactions contemplated by the
    merger agreement, the identity of Metropolitan or the
    performance or compliance with the terms of the merger agreement
    (including, in each case, any actions, challenges or
    investigations relating to the merger agreement or the
    transactions contemplated thereby by any current or former
    shareholders of Metropolitan or Continucare, any loss of
    customers, suppliers or employees or any disruption in business
    relationships resulting therefrom, but excluding the effects of
    compliance with the operating covenants of Continucare);
    any changes, effects, developments or events resulting from the
    failure of such party to meet internal forecasts, budgets or
    financial projections or fluctuations in the trading price or
    volume of such partys common stock (but not, in each case,
    the underlying cause of such failure or fluctuations, unless
    such underlying cause would otherwise be excepted from the
    determination of a material adverse effect); 92




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
    acts of God, natural disasters, calamities, national or
    international political or social conditions, including the
    engagement by any country in hostility (whether commenced
    before, on or after the date of the merger agreement, and
    whether or not pursuant to the declaration of a national
    emergency or war), or the occurrence of a military or terrorist
    attack; or
    any adoption, implementation, promulgation, repeal, change or
    proposal in applicable law or GAAP (or any interpretation
    thereof);     Covenants
    and Agreements  Operating
    Covenants
  Metropolitan.
  
    amend its organizational documents in a manner materially
    adverse to Continucare shareholders;
    split, combine or reclassify any shares of its capital stock;
    declare, set aside or pay any dividend or make any other
    distribution (whether in cash, stock, property or any
    combination thereof) in respect of any shares of its capital
    stock or other securities (other than dividends or distributions
    by any of its wholly owned subsidiaries and declarations and
    dividends in the form of rights in connection with the execution
    and implementation of a shareholder rights plan);
    redeem or repurchase any shares of its capital stock or other
    securities at a price materially above market price;
    acquire from any other person any equity interest or any
    material assets of any corporation, partnership, other business
    organization or any division thereof having a fair market value
    in excess of $20,000,000 in the aggregate;
    adopt or enter into a plan of complete or partial liquidation or
    dissolution;
    intentionally take any action that is intended, to the knowledge
    of Metropolitan at the time the action is taken, to result in
    any of the conditions to the merger not being satisfied; or
    agree, resolve or commit to take, any of the foregoing actions.  Continucare.
  
    conduct its business in all material respects in the ordinary
    course consistent with past practice and in compliance with all
    material applicable laws and all material authorizations from
    governmental authorities;
    use its reasonable best efforts to preserve intact in all
    material respects its present business organizations in a manner
    consistent with past practice, maintain in effect all material
    permits, keep available the services of its directors, officers
    and key employees in a manner consistent with past practice, and
    maintain satisfactory relationships with its material customers,
    lenders, suppliers and others having material business
    relationships with it; and 93




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
    (i) prepare and file on or before the applicable due dates
    all material tax returns required to be filed by Continucare or
    its subsidiaries (except for any tax return for which an
    extension has been granted) on or before the closing date and
    (ii) pay all material taxes (including estimated taxes) due
    on such tax returns, or due with respect to tax returns for
    which an extension has been granted or which are otherwise
    required to be paid at any time prior to the closing date.    
    amend its organizational documents;
    (i) split, combine or reclassify any shares of its capital
    stock, (ii) declare or pay any dividend or make any other
    distribution in respect of any shares of its capital stock or
    other securities (other than dividends or distributions by any
    of its wholly owned subsidiaries) or (iii) redeem,
    repurchase, cancel or otherwise acquire or offer to redeem,
    repurchase, or otherwise acquire, any of its securities or any
    securities of any of its subsidiaries for an aggregate
    consideration in excess of $250,000, other than the cancellation
    of Continucare stock options in connection with the exercise
    thereof or the acquisition of securities by Continucare or any
    of its wholly-owned subsidiaries from any of its wholly-owned
    subsidiaries;
    (i) issue, deliver or sell, or authorize the issuance,
    delivery or sale of, any shares of any of its securities or any
    securities of its subsidiaries, other than the issuance of any
    shares upon the exercise of outstanding Continucare stock
    options or (ii) amend the terms of any of its securities or
    securities of its subsidiaries (in each case, whether by merger,
    consolidation or otherwise);
    (i) acquire any equity interest or any material assets of
    any corporation, partnership, other business organization or any
    division thereof from any other person (other than equity
    interests or material assets of a corporation, partnership,
    other business organization or division thereof with operating
    income, for consideration, individually or in the aggregate, of
    up to $250,000), (ii) merge or consolidate with any other
    entity or (iii) adopt a plan of complete or partial
    liquidation, dissolution, recapitalization or restructuring (in
    each case, other than mergers, consolidations or acquisitions of
    assets by or among Continucare and its wholly-owned
    subsidiaries);
    sell, lease, license or otherwise dispose of any subsidiary or
    any material assets, securities or property (other than, sales,
    leases, licenses or dispositions by or among Continucare and its
    wholly-owned subsidiaries);
    create or incur any material lien on any asset other than
    permitted liens;
    make any loan, advance or investment other than
    (i) advances to non-executive employees of Continucare in
    the ordinary course of business in an aggregate amount not to
    exceed $25,000 or (ii) to or in its wholly owned
    subsidiaries;
    incur any material indebtedness for borrowed money or guarantees
    thereof other than under existing credit facilities in the
    ordinary course of business consistent with past practices;
    materially amend or change its existing credit facility;
    other than a contract with a physician that will be either an
    employee or an independent physician affiliate of Continucare:
    (i) enter into any contract that would have been deemed a
    material contract under the merger agreement were Continucare or
    any of its subsidiaries a party thereto on the date of the
    merger agreement; (ii) enter into, or assume the rights of,
    any contract with a management service organization or a
    provider service network; or (iii) terminate or amend in
    any material respect any material contract or waive any material
    right thereunder;
    terminate, suspend, abrogate, amend or modify in any material
    respect any material permit; 94




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
    abandon, cancel or allow to lapse or fail to maintain or protect
    any material registered intellectual property;
    except as required by applicable law or existing employee plans
    (i) grant or increase any severance or termination pay to
    (or amend any existing arrangement with) any of their respective
    directors, officers or employees; (ii) increase benefits
    payable under any severance or termination pay policies or
    employment agreements existing as of the date of the merger
    agreement; (iii) enter into any plan, program, policy,
    contract, arrangement or agreement that would be an employee
    plan if in existence on the date hereof or otherwise amend,
    modify or terminate any employee plan (except as expressly
    required the merger agreement); (iv) establish, adopt or
    amend (except as required by applicable law) any collective
    bargaining arrangement; (v) increase the compensation,
    bonus or other benefits payable to any of their respective
    directors or executives in an aggregate amount not to exceed
    $25,000; (vi) hire any non-physician employee with an
    annual base salary in excess of $125,000; or (vii) hire any
    physician employee (in his or her capacity as a physician) with
    an annual base salary in excess of $200,000 provided that with
    respect to (vi) and (vii), Continucare may replace an
    employee that leaves Continucare with a non employee at a salary
    equal to or less than such departed employee;
    make any material change in any method of accounting or
    accounting principles or practice, except for any such change
    required by reason of a concurrent change in GAAP or
    Regulation S-X
    under the Securities Act, as approved by its independent
    registered public accounting firm;
    make, change, or rescind any election relating to material
    taxes, settle or compromise any material claim relating to
    taxes, or, except as required by applicable law, amend any
    material tax return;
    settle, or offer or propose to settle, any proceeding involving
    or against Continucare or any of its subsidiaries, other than
    settlements or offers or proposals to settle proceedings that
    (i) result in payments, individually or in the aggregate,
    by Continucare of less than $250,000, exclusive of any
    settlement costs covered by insurance and (ii) do not
    implicate or otherwise affect any Continucare permit or
    otherwise materially and adversely affect Continucare;
    enter into any material lease or terminate or surrender any
    existing material lease, in respect of any real property other
    than extensions of existing leases in the ordinary course of
    business consistent with past practice;
    acquire any real property or dispose of, by sale or otherwise,
    any real property in transaction involving consideration,
    individually or in the aggregate, in excess of $250,000;
    amend, modify or extend any material lease in respect of any
    material real property in any material respect or in any manner
    which would impose on Continucare or any of its subsidiaries a
    material financial obligation thereunder that does not currently
    exist;
    except as otherwise provided in the merger agreement, convene
    any regular (except to the extent required by applicable law or
    order) or special meeting (or any adjournment or postponement
    thereof) of the Continucare shareholders; or
    agree, resolve or commit to take, any of the foregoing actions.  No
    Solicitation
    
    solicit, initiate or take any action to knowingly facilitate or
    encourage the submission of any acquisition proposal (as defined
    below);
    enter into or participate in any discussions or negotiations
    with, furnish any information relating to Continucare or afford
    access to the business, properties, assets, books or records of
    Continucare to, any party that is seeking to make, or has made,
    an acquisition proposal; 95




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
    (i) withdraw, modify or amend, or announce that it proposes
    to withdraw, modify or amend, in a manner adverse to the
    transactions contemplated by the merger agreement, the
    recommendation of the Continucare Board to vote in favor of the
    transaction or (ii) approve or recommend, or announce that
    it proposes to approve or recommend, any acquisition proposal;
    enter into any agreement in principle, letter of intent, term
    sheet, merger agreement, acquisition agreement or other similar
    instrument (whether or not binding) constituting or relating to
    an acquisition proposal; or
    grant any waiver or release under any standstill,
    confidentiality or similar agreement in connection with any
    actual or potential acquisition proposal.           96




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
    Continucare has complied with its obligations regarding
    non-solicitation contained in the merger agreement;
    the Continucare Board determines in good faith, after
    consultation with (i) a nationally recognized financial
    advisor and outside nationally recognized legal counsel, that
    the transaction that is the subject of the acquisition proposal,
    if any, is, or could reasonably be expected to lead to, a
    superior proposal and (ii) outside nationally recognized
    legal counsel, that there is a reasonable likelihood that
    failure to take such action would be inconsistent with its
    fiduciary duties under applicable law; and
    at least five business days prior to taking such action, the
    Continucare Board has notified Metropolitan in writing that it
    intends to consider making a Continucare adverse recommendation
    change, describing the specific reasons for such change, and
    given Metropolitan an opportunity to appear before it at a
    meeting (which may be telephonic or by video conference and of
    which Metropolitan will have been given at least three business
    days prior notice) and present reasons why the Continucare
    Board should not make the Continucare adverse recommendation
    change and negotiate in good faith with Metropolitan with the
    intent of enabling Continucare and Metropolitan to agree to a
    modification of the terms and conditions of the merger agreement
    so that the transactions contemplated by the merger agreement
    will be on terms such that the Continucare Board will not be
    obligated to, and will not, make a Continucare adverse
    recommendation change.    out-of-pocket
  Schedule 13E-3
     97




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Continucare
    Shareholder Meeting and Board Recommendation
    Access
    to Information; Confidentiality
    
    afford to Metropolitan, its representatives and the debt
    commitment party, reasonable access during normal business hours
    upon reasonable notice to all of its offices, properties, books
    and records;
    furnish to Metropolitan, its representatives and the debt
    commitment party, such financial and operating data and other
    information as such persons may reasonably request; and
    instruct its representatives to cooperate with Metropolitan, its
    representatives and the debt commitment party in its
    investigation.    Reasonable
    Best Efforts; Covenants and Agreements
    
    preparing and filing as promptly as practicable all
    documentation to effect all necessary filings, notices and other
    documents;
    obtaining and maintaining all approvals and consents that are
    necessary, proper or advisable to consummate the merger and to
    fulfill the conditions to the merger; 98




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
    defending any proceedings threatened or commenced by any
    governmental authority relating to the merger; and
    cooperating to the extent reasonable with the other party in its
    efforts to comply with its obligations under the merger
    agreement.    non-U.S. laws
      Certain
    Other Filings
  Form S-4
  Indemnification
    and Insurance
   99




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Financing
    Matters
      
    using its reasonable best efforts to negotiate and enter into
    definitive financing agreements on the terms and conditions
    contemplated in the debt commitment letter;
    paying all fees when due under the debt commitment letter;
    using reasonable best efforts to satisfy the conditions
    applicable to it in the debt commitment letter and the
    definitive financing agreements; and
    enforcing its rights under the debt commitment letter.  and/or and/or
  
    reduce the aggregate amount of the financing under the debt
    commitment letter (except as allowed in the following sentence);
    amend the conditions to the drawdown of the financing in a
    manner adverse to the interests of Continucare in any material
    respect, or which would otherwise in any other respect
    reasonably be expected to materially delay or prevent the
    consummation of the transactions contemplated by the merger
    agreement without the consent of Continucare.  and/or
   100




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
    providing specified financial and other information relating to
    Continucare, including financial information reasonably
    necessary for Metropolitan to produce pro forma financial
    statements and adjustments giving effect to the merger and
    related transactions;
    participating in a reasonable number of meetings, road shows,
    presentations and due diligence sessions;
    assisting in the preparation of documents and materials;
    cooperating with Metropolitans marketing efforts for the
    debt financing, including consenting to the use of
    Continucares and its subsidiaries logos;
    executing and delivering comfort letters, surveys, title
    insurance or other documents relating to the debt financing as
    may be reasonably requested by Metropolitan;
    reasonably cooperating with Metropolitans legal counsel in
    connection with legal opinions that may be required in
    connection with the debt financing;
    using its reasonable best efforts to assist in the preparation
    of definitive financing agreements;
    taking all actions necessary for Continucare and its
    subsidiaries to become guarantors and pledgors under the
    definitive financing agreements;
    using its reasonable best efforts to cooperate with the
    financing parties due diligence investigation; and
    providing customary know-your-customer information.    Additional
    Agreements
    
    that Continucare shall not settle any shareholder litigation
    relating to the merger agreement without Metropolitans
    prior written consent (not to be unreasonably withheld, delayed
    or conditioned) and shall use reasonable best efforts to keep
    Metropolitan reasonably informed with respect to such litigation;
    that Continucare shall obtain the resignation of each of its
    officers and directors effective upon the effective time;
    notifying the other party of any event that would reasonably be
    expected to have a material adverse effect on such party or any
    breach by such party that could reasonably be expected to cause
    a closing condition to fail to be satisfied;
    requiring the parties to consult with each other regarding
    public announcements;
    ensuring exemption of certain transactions by Continucare
    directors and officers in connection with the merger under
    Rule 16b-3
    of the Exchange Act; and
    granting approvals and taking actions necessary to ensure that
    no state anti-takeover statute is or may become applicable to
    the merger or the other transactions contemplated by the merger
    agreement. 101




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Conditions
    to Completion of the Merger  Conditions
    to Each Partys Obligations
    
    the approval of the merger agreement by the Continucare
    shareholders;
    the absence of any order, injunction, decree or other legal
    restraint issued by any governmental authority, or other rule or
    regulation that is in effect and prevents or prohibits the
    consummation of the merger;
    Metropolitan having the amount of cash proceeds necessary to
    consummate the merger from the financing
    and/or any
    alternative financing
    and/or the
    unrestricted cash available to Continucare and Metropolitan;
    the expiration or termination of the waiting periods applicable
    to the consummation of the merger under the HSR Act and the
    absence of any proceeding, investigation or inquiry initiated by
    a governmental authority that is challenging or seeking to
    prevent or prohibit consummation of the merger or seeking to
    impose any undertaking, condition or consent decree to compel
    any material divestiture or operational restriction that
    Metropolitan would not be obligated to agree to under the merger
    agreement;
    the authorization for listing on the NYSE Amex, subject to
    official notice of issuance, of the shares of Metropolitan
    common stock to be issued in the merger; and
    the effectiveness of the registration statement on
    Form S-4
    of which this proxy statement/prospectus forms a part and
    absence of any stop order by the SEC or proceedings of the SEC
    seeking a stop order, suspending the effectiveness of such
    registration statement.  Conditions
    to Obligations of Metropolitan and Merger
    Subsidiary
    
    the following representations and warranties of Continucare set
    forth in the merger agreement must be true and correct (in each
    case disregarding and without giving effect to all
    qualifications and exceptions contained therein related to
    materiality or material adverse effect or any similar standard
    or qualification) in all material respects both as of the date
    of the merger agreement and as of the effective time (except
    that those representations and warranties that address matters
    only as of a particular date need only be true and correct in
    all material respects as of such date), as if made at and as of
    the effective time:  
    the due incorporation, valid existence and good standing of
    Continucare;
    the corporate power and authority to enter into the merger
    agreement and the approval of the merger agreement and the
    recommendation to approve the merger agreement by
    Continucares board of directors;
    that the affirmative vote of a majority of the outstanding
    shares of Continucare common stock is the only vote necessary in
    connection with the consummation of the merger by Continucare;
    that the execution, delivery and performance of the merger
    agreement and the consummation of the transactions contemplated
    by the merger agreement do not and will not conflict with or
    breach any provision of the organizational documents of
    Continucare or any of its subsidiaries;
    the capitalization of Continucare (subject to an inaccuracy that
    will result in losses or expenses of less than $250,000); 102




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
    all other representations and warranties of Continucare set
    forth in the merger agreement must be true and correct
    (disregarding any materiality, material adverse effect or
    similar qualifications) both as of the date of the merger
    agreement and as of the effective time, as if made at and as of
    the effective time (except that any such representation and
    warranty that addresses matters as of a particular date need
    only be true and correct as of such date), except where the
    failure to be true and correct have not had and would not
    reasonably be expected to have, individually or in the
    aggregate, a material adverse effect on Continucare;
    Continucare must have performed in all material respects all
    obligations required to be performed by it under the merger
    agreement at or prior to the effective time;
    Continucare must have delivered to Metropolitan a certificate
    signed on its behalf by an executive officer certifying as to
    the matters set forth above in the preceding bullets;
    Continucare must have obtained the regulatory consents and
    approvals described under The Merger 
    Regulatory Approvals Required for the Merger;
    Continucare must have delivered an affidavit stating that the
    shares of Continucare Common Stock meet certain tax
    requirements; and    Conditions
    to Continucares Obligations
    
    the following representations and warranties of Metropolitan set
    forth in the merger agreement must be true and correct (in each
    case disregarding and without giving effect to all
    qualifications and exceptions contained therein related to
    materiality or material adverse effect or any similar standard
    or qualification) in all material respects both as of the date
    of the merger agreement and as of the effective time (except
    that those representations and warranties that address matters
    only as of a particular date need only be true and correct in
    all material respects as of such date), as if made at and as of
    the effective time:  
    the due incorporation, valid existence and good standing of
    Metropolitan;
    the corporate power and authority to enter into the merger
    agreement and the approval of the merger agreement and the
    recommendation to approve the merger agreement by
    Metropolitans board of directors;
    that the affirmative vote of a majority of the outstanding
    shares of Metropolitan common stock is the only vote necessary
    in connection with the consummation of the merger by
    Metropolitan;
    that the execution, delivery and performance of the merger
    agreement and the consummation of the transactions contemplated
    by the merger agreement do not and will not conflict with or
    breach any provision of the organizational documents of
    Metropolitan or any of its subsidiaries;
    the capitalization of Metropolitan subject to an inaccuracy that
    will result in losses or expenses of less than $250,000;  
    all other representations and warranties of Metropolitan set
    forth in the merger agreement must be true and correct
    (disregarding any materiality, material adverse effect or
    similar qualifications) both as of the date of the merger
    agreement and as of the effective time, as if made at and as of
    the effective time 103




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(except that any such representation and warranty that addresses
    matters as of a particular date need only be true and correct as
    of such date), except where the failure to be true and correct
    have not had and would not reasonably be expected to have,
    individually or in the aggregate, a material adverse effect on
    Metropolitan;  
    Metropolitan must have performed in all material respects all
    obligations required to be performed by it under the merger
    agreement at or prior to the effective time; and
    Metropolitan must have delivered to Continucare a certificate
    signed on its behalf by an executive officer certifying as to
    the matters set forth above in the preceding bullets. Termination
    of the Merger Agreement    
    by mutual written agreement of Metropolitan and Continucare;
    by either Metropolitan or Continucare if:  
    the merger has not been consummated on or before the outside
    date of November 1, 2011, provided that the right to
    terminate pursuant to this section is not available to a party
    if the failure to consummate the merger by the outside date
    results from the failure of the party seeking to terminate to
    fulfill in all material respects all of its obligations under
    the merger agreement;
    at the meeting of Continucares shareholders the beneficial
    owner of Continucare common stock that is a party to the voting
    agreement does not vote in accordance with the voting agreement
    and the Continucare shareholders do not approve the merger
    agreement; or
    (i) all conditions to the obligations of Metropolitan and
    Continucare to effect the merger have been satisfied (other than
    the conditions relating to the authorization of Metropolitan
    common stock for listing on the NYSE Amex, the delivery of a
    certificate signed by an executive officer of Continucare, the
    delivery of a tax certificate from Continucare and the
    availability of financing and unrestricted cash),
    (ii) Metropolitan has failed to satisfy the financing
    condition described above by the calendar day that is
    immediately prior to November 1, 2011 and
    (iii) Continucare stands ready, willing and able to
    consummate the closing following satisfaction of the conditions
    described above for five consecutive business days (or such
    lesser number of days as may be remaining through the date that
    is immediately prior to November 1, 2011).  
    by Metropolitan if:  
    Continucare breaches its representations or warranties or fails
    to perform any covenants set forth in the merger agreement,
    which breach or failure would cause any of the conditions to the
    closing not to be satisfied and such breach, if curable, is not
    cured by the earlier of the outside date or 15 days after
    the receipt of written notice thereof or the day immediately
    prior to the outside date;
    the Continucare Board has effected a Continucare adverse
    recommendation change;
    a third party commences a tender or exchange offer relating to
    Continucare securities, and Continucare does not disclose a
    recommendation that its shareholders reject such tender or
    exchange offer; or
    after an acquisition proposal has been made, the Continucare
    Board fails to publicly confirm its recommendation within three
    business days of a request by Metropolitan that it do so;
    the minimum cash condition is not satisfied on or before the
    fourth business day prior to November 1, 2011. 104




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
    by Continucare if:  
    Continucare receives a superior proposal and the Continucare
    Board reasonably determines in good faith, after consulting with
    outside nationally recognized legal counsel, that there is a
    reasonable likelihood that it is necessary to terminate the
    merger agreement and enter into an agreement to effect the
    superior proposal in order to comply with the board of
    directors fiduciary duties under applicable law, provided
    that:  °
    Continucare did not violate its non-solicitation obligations
    under the merger agreement;°
    Continucare provides Metropolitan with a written notice of the
    Continucare Boards determination;°
    Continucare thereafter satisfies its obligations to reasonably
    cooperate with Metropolitan during a five-business day period
    following the written notice, to make adjustments to the terms
    and conditions of the merger agreement;°
    the Continucare Board continues to determine in good faith,
    after consultation with nationally recognized outside counsel,
    after such five business day period, that there is a reasonable
    likelihood that it is necessary to terminate the merger
    agreement and enter into an agreement to effect the superior
    proposal in order to comply with its fiduciary duties under
    applicable law;°
    Continucare, prior to the termination of the merger agreement,
    pays to Metropolitan the expense reimbursement and termination
    fee discussed under  Termination Fees and
    Expenses; and°
    simultaneously or substantially simultaneously with such
    termination, Continucare enters into a definitive acquisition,
    merger or similar agreement to effect the superior proposal or
    the tender offer or exchange offer that constitutes the superior
    offer is commenced (if it has not already been commenced).  
    Metropolitan breaches its representations or warranties or fails
    to perform any covenants set forth in the merger agreement,
    which breach or failure would cause any of the conditions to the
    closing not to be satisfied and such breach, if curable, is not
    cured by the earlier of the outside date or 15 days after
    the receipt of written notice thereof or the day immediately
    prior to the outside date. Termination
    Fees and Expenses  out-of-pocket
  
    upon termination by either party if:  
    (1) the merger has not been consummated on or before the
    outside date of November 1, 2011 and at the time
    Metropolitan is entitled to terminate the merger agreement and
    (2) within 12 months following the date of
    termination, Continucare shall have entered into an agreement,
    arrangement or understanding (including a letter of intent) with
    respect to an acquisition proposal; or  out-of-pocket
  
    upon termination of the merger agreement by Metropolitan if:  
    Continucare breaches its representations or warranties or fails
    to perform any covenants set forth in the merger agreement,
    which breach or failure would cause any of the conditions to the
    closing not to be satisfied and such breach, if curable, is not
    cured by the earlier of the outside date or 15 days after
    the receipt of written notice thereof or the day immediately
    prior to the outside date;
    the Continucare Board has effected a Continucare adverse
    recommendation change; 105




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##### Table of Contents




    a third party commences a tender or exchange offer relating to
    Continucare securities, and Continucare does not disclose a
    recommendation that its shareholders reject such tender or
    exchange offer; or
    after an acquisition proposal has been made, the Continucare
    Board fails to publicly confirm its recommendation within three
    business days of a request by Metropolitan that it do so;  
    upon termination by Continucare to enter a superior
    proposal; or
    upon termination by either party if:  
    at the meeting of Continucares shareholders the beneficial
    owner of Continucare common stock that is a party to the voting
    agreement does not vote in accordance with the voting agreement
    and the Continucare shareholders do not approve the merger
    agreement.  out-of-pocket
  
    upon termination of the merger agreement by Continucare if
    Metropolitan breaches its representations or warranties or fails
    to perform any covenants set forth in the merger agreement,
    which breach or failure would cause any of the conditions to the
    closing not to be satisfied and such breach, if curable, is not
    cured by the earlier of the outside date or 15 days after
    the receipt of written notice thereof or the day immediately
    prior to the outside date; or
    (1) all conditions to the obligations of Metropolitan and
    Continucare to effect the merger have been satisfied (other than
    the conditions relating to the authorization of Metropolitan
    common stock for listing on the NYSE Amex, the delivery of a
    certificate signed by an executive officer of Continucare, the
    delivery of a tax certificate from Continucare and the
    availability of financing and unrestricted cash) and assuming
    for such purposes that the effective time shall be deemed to be
    the time of delivery of Continucares notice set forth
    below and the time Continucare terminates the merger agreement,
    and (2) Continucare stands ready, willing and able to
    consummate the closing following satisfaction of the conditions
    described above.  out-of-pocket
    Expenses
    Specific
    Performance; Damages
   106




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Amendments,
    Extensions and Waivers  Amendments
    Extensions
    and Waivers
   107




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THE
    CONTINUCARE SPECIAL MEETING Overview   
 Date,
    Time and Place of the Continucare Special Meeting   
 Purposes
    of the Continucare Special Meeting    
    to approve the merger agreement; and
    to approve an adjournment of the Continucare special meeting, if
    necessary or appropriate, to permit further solicitation of
    proxies if there are not sufficient votes at the time of the
    Continucare special meeting to approve the merger agreement.  Annex A
 Continucare
    Board of Directors Recommendation  FOR FOR
 Record
    Date; Outstanding Shares; Shares Entitled to Vote   
 108




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Quorum    If you
    fail to submit a proxy or to vote in person at the special
    meeting, or abstain, it will have the same effect as a vote
    against the merger agreement.
  These broker non-votes will be
    counted for purposes of determining a quorum, but will have the
    same effect as a vote against the merger agreement.
    against
  ITEM 1 
    PROPOSAL TO
    APPROVE THE MERGER AGREEMENT  Annex A
  The Continucare Board unanimously recommends that Continucare
    shareholders vote FOR the approval of the merger
    agreement, and your properly completed, signed and dated proxy
    will be so voted unless you specify otherwise.
 109




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##### Table of Contents



ITEM 2 
    PROPOSAL TO APPROVE AN ADJOURNMENT OF THE CONTINUCARE
    SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES TO
    APPROVE THE MERGER AGREEMENT.    The Continucare Board unanimously recommends that Continucare
    shareholders vote FOR the proposal to adjourn the
    Continucare special meeting to approve an adjournment of the
    Continucare special meeting, if necessary, to solicit additional
    proxies to approve the merger agreement.
 Stock
    Ownership and Voting by Continucares Directors and
    Executive Officers  FOR FOR
 
   How to
    Vote    and/or
  Please do not send your stock certificates
    with your proxy card.
  (305) 500-2000.
   110




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##### Table of Contents



against
 
   
  It is important that you vote your shares of Continucare
    common stock promptly. Whether or not you plan to attend the
    special meeting, please complete, date, sign and return, as
    promptly as possible, the enclosed proxy card in the
    accompanying prepaid reply envelope, or submit your proxy by
    telephone or over the internet. Continucare shareholders who
    attend the special meeting may revoke their proxies by voting in
    person.
 Voting of
    Proxies  FOR FOR
  against
 Revoking
    Your Proxy    
    sending a written notice to Continucare at 7200 Corporate Center
    Drive, Suite 600, Miami, Florida 33126, Attention:
    Corporate Secretary, bearing a date later than the date of the
    proxy, that is received prior to the Continucare special meeting
    and states that you revoke your proxy;
    signing another proxy card(s) bearing a later date and mailing
    it so that it is received prior to the special meeting; or
    attending the special meeting and voting in person, although
    attendance at the special meeting will not, by itself, revoke a
    proxy. 111




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Other
    Voting Matters  Voting
    in Person
    Electronic
    Access to Proxy Materials
  www.continucare.com
  People
    with Disabilities
  305-500-2000.
 Proxy
    Solicitations and Expenses  e-mail, out-of-pocket
 Adjournment
    of the Continucare Special Meeting   Stock
    Certificates   Other
    Business   112




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Assistance  (305) 500-2000.
 113




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INFORMATION
    ABOUT CONTINUCARE  fee-for-service
 
  www.continucare.com
 
  305-500-2000.
 114




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##### Table of Contents



INFORMATION
    ABOUT METROPOLITAN  fee-for-service
  and/or
        (561) 805-8500.
 INFORMATION
    ABOUT MERGER SUBSIDIARY   115




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COMPARISON
    OF RIGHTS OF SHAREHOLDERS     Material
    Differences in Shareholder Rights  Continucare

MetropolitanAmendment of Articles of Incorporation

Florida.  Unless a greater vote is required by a
    corporations articles of incorporation, the FBCA requires
    approval by a corporations board of directors and holders
    of a majority of the outstanding stock of a corporation entitled
    to vote thereon and, in cases in which class voting is required,
    by holders of a majority of the outstanding shares of such
    class, in order to amend a corporations articles of
    incorporation.Amendments to the articles of incorporation are governed in
    accordance with the FBCA.

Amendments to the articles of incorporation are governed in
    accordance with the FBCA, except that the approval of holders of
    a majority of the outstanding shares of any class of preferred
    stock is required to alter the rights, preferences or privileges
    of such class of preferred stock.Right to Call Special Meetings of the Shareholders

Florida.  The FBCA permits special meetings of shareholders to
    be called by the board of directors and such other persons,
    including shareholders, as the articles of incorporation or
    bylaws may provide. The FBCA also permits holders of at least
    10%, or such greater percentage not to exceed 50% specified by
    the corporations articles of incorporation, of the votes
    entitled to be cast on an issue to be considered to call special
    meetings.The bylaws of Continucare provide that a special meeting of the
    shareholders for the transaction of any proper business may be
    called at any time by the board, by the chief executive officer
    or by holders of not less than 50% of all the votes entitled to
    be cast on any issued proposed to be considered at the special
    meeting.

The bylaws of Metropolitan provide that special meetings of the
    shareholders may be called only by the board, the chairman of
    the board or the president. 116




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Continucare

MetropolitanAmendment and Repeal of Bylaws

Florida.  The FBCA provides that shareholders of a corporation,
    and, unless otherwise provided for in the articles of
    incorporation or the FBCA, the board of directors of the
    corporation, have the power to adopt, amend and repeal the
    bylaws of a corporation.The bylaws of Continucare may be altered, amended or repealed,
    and new bylaws may be adopted, by the board.

The bylaws of Metropolitan may be altered, amended or repealed,
    or new bylaws may be adopted, by the board or by holders of
    two-thirds of the outstanding shares of capital stock entitled
    to vote thereon.Size of the Board of Directors

Florida.  Under the FBCA, the number of directors of a
    corporation shall be fixed by, or in the manner provided in, the
    bylaws, unless the articles of incorporation fixes the number of
    directors.Pursuant to the Continucare bylaws, the number of members of the
    Continucare Board shall be fixed by the directors.

Pursuant to the Metropolitan bylaws, the Metropolitan Board of
    directors shall consist of between one and 11 members, as fixed
    by the directors.Election of Directors

Florida.  The FBCA provides that shareholders of a corporation
    do not have the right to cumulate their votes in the election of
    directors unless such right is granted in the articles of
    incorporation of the corporation.The persons receiving the greatest number of votes, up to the
    number of directors to be elected, will be directors.  The
    shareholders do not have cumulative voting rights.

Directors are elected by a plurality vote of the shares present
    in person or represented by proxy at the meeting and entitled to
    vote. The shareholders do not have cumulative voting rights.Removal of Directors

Florida.  The FBCA provides that a director or directors may be
    removed from office, with or without cause, unless the articles
    of incorporation provide that directors may be removed from
    office by shareholders only for cause, except that (1) if a
    director is elected by a voting group of shareholders, only that
    group may participate in a removal vote and (2) in the case of a
    corporation having cumulative voting, no director may be removed
    if the votes cast against such removal would be sufficient to
    elect such director if then cumulatively voted at an election of
    the entire board of directors or of the class of directors of
    which the director is a part.The bylaws of Continucare provide that any director may be
    removed at any time, but only for cause, as defined in the
    bylaws, by the affirmative vote of the shareholders being a
    majority of the voting power of Continucare.

The bylaws of Metropolitan provide that any director, or the
    entire board of directors, may be removed from office with or
    without cause by the affirmative vote of a majority of the
    outstanding shares entitled to vote for the election of such
    director. 117




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##### Table of Contents



Continucare

MetropolitanVacancies on the Board

Florida.  The FBCA  provides that vacancies and newly created
    directorships resulting from a resignation or any increase in
    the authorized number of directors to be elected by the
    shareholders having the right to vote as a single class may be
    filled by a majority of the directors then in office although
    less than a quorum or by a sole remaining director, unless the
    articles of incorporation of a corporation provide otherwise.Any vacancy in the board, whether because of death, resignation,
    disqualification, an increase in the number of directors, or any
    other cause, may be filled by vote of the majority of the
    remaining directors, although less than a quorum. Each director
    so chosen to fill a vacancy shall hold office until his
    successor shall have been elected and shall qualify or until he
    shall resign or shall have been removed in the manner
    hereinafter provided.

If the office of any director becomes vacant (due to
    resignation, removal or otherwise), the remaining directors in
    office, though less than a quorum, by a majority vote; provided
    that in case of a vacancy created by removal of a director, the
    shareholders shall have the right to fill such vacancy at the
    same meeting. Any directors elected or appointed to fill a
    vacancy shall hold office until the next annual meeting of
    shareholders, and until his or her successor is elected and
    qualified or until his or her earlier resignation or removal.  Certain
    Similarities in Shareholder Rights  Authorized Capital Stock
    
    Under the FBCA, every corporation may issue one or more classes
    of stock or one or more series of stock within any class
    thereof, which classes or series may have such voting powers,
    full or limited, or no voting powers, and such designations,
    preferences and relative, participating, optional or other
    special rights, and qualifications, limitations or restrictions
    thereof, as shall be stated and expressed in the articles of
    incorporation or in the board resolution providing for the issue
    of such stock adopted pursuant to authority expressly vested in
    the board by the provisions of the articles of incorporation.Continucares articles of incorporation authorizes
    101,000,000 shares, consisting of 100,000,000 shares
    of common stock, $0.0001 par value, and 1,000,000 preferred
    shares, $0.0001 par value. Metropolitans articles of
    incorporation authorizes 90,000,000 shares, consisting of
    80,000,000 shares of common stock, $0.001 par value,
    and 10,000,000 shares of preferred stock, $0.001 par
    value.Both companies articles of incorporation authorize the
    board to determine the rights and preferences of preferred stock
    and issue such preferred stock.Public Market for the Shares
    
    Common shares of Continucare and Metropolitan are quoted on the
    NYSE and NYSE Amex, respectively.Shareholder Action without a Meeting
    
    The FBCA provides that any action that may be taken at a meeting
    of shareholders may be taken without a meeting, without prior
    notice and without a vote, if the holders of the outstanding
    stock having not less than the minimum number of votes otherwise
    required to authorize or take such action at a meeting of
    shareholders consent in 118




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##### Table of Contents



writing, unless otherwise provided by a corporations
    articles of incorporation.Neither companys articles of incorporation prohibit
    shareholder action by written consent and accordingly,
    shareholders may take action without a meeting.Notice of Shareholders Meetings
    
    Both companies have to give written notice of any meeting not
    less than 10 nor more than 60 days before the date of the
    meeting to each shareholder entitled to vote at such meeting.Shareholder Nominees for Board of Directors
    
    The bylaws of both companies provide that nominations of persons
    for election to the board of directors may be made (a) by
    or at the direction of the board or (b) by any shareholder
    entitled to vote for the election of directors at such meeting,
    provided that the shareholder complies with the conditions and
    procedures set forth in the bylaws. Such bylaw provisions relate
    to, among other things, timing of nominations and the
    requirement to provide certain information about the proponent
    and nominee.Shareholder Proposals (other than Nomination of
    Candidates to the Board of Directors)
    
    The bylaws of both companies provide that a shareholder may
    submit matters for a shareholder meeting only if such
    shareholder complies with the conditions and procedures set
    forth in the bylaws. Such bylaw provisions relate to, among
    other things, timing of submitting the proposal and the
    requirement to provide certain information about the proponent.No Classified Board
    
    Neither the Metropolitan Board nor the Continucare Board is
    divided into classes.No Shareholder Rights Plan
    
    Neither Metropolitan nor Continucare has an existing shareholder
    rights plan.Director and Officer Liability and Indemnification
    
    The articles of incorporation and/or bylaws of both companies,
    in compliance with FBCA, provide for the following rights with
    respect to the liability of directors and officers: The directors of both companies are not liable to
    the company to the fullest extent permitted by Florida law; The companies will indemnify, to fullest extent
    permitted by law, any person who incurs losses by reason of the
    fact that he is or was a director or officer; Both companies will provide advances for
    reimbursement of expenses incurred by directors and officers in
    defending any action, suit or proceeding for which the company
    has a duty to indemnify the director or officer, subject to
    repayment of such expenses if it shall ultimately be determined
    that such person is not entitled to be indemnified; and Both companies are entitled to purchase liability
    insurance for its directors, officers, employees and agents,
    regardless of whether any such person is otherwise eligible for
    indemnification by the company.Rights of Shareholders to Appraisal
    
    The appraisal rights of Metropolitan and Continucare
    shareholders are governed in accordance with the FBCA. See
    Summary  119




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##### Table of Contents



Continucare Shareholders Rights of Appraisal and
    The Merger  Continucare Shareholders
    Rights of Appraisal.Preemptive Rights of Shareholders
    
    The FBCA provides that no shareholder shall have any preemptive
    rights to purchase additional securities of a corporation unless
    the corporations articles of incorporation expressly
    grants such rights. The articles of incorporation of neither
    Metropolitan nor Continucare grants any preemptive rights to
    their respective shareholders. 120




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##### Table of Contents



UNAUDITED
    PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION            
    Separate historical financial statements of Metropolitan as of
    and for the year ended December 31, 2010 and the related
    notes included in Metropolitans Annual Report on
    Form 10-K
    for the year ended December 31, 2010;
    Separate historical financial statements of Metropolitan as of
    and for the three months ended March 31, 2011 and the
    related notes included in Metropolitans Quarterly Report
    on
    Form 10-Q
    for the period ended March 31, 2011;
    Separate historical financial statements of Continucare as of
    and for the fiscal year ended June 30, 2010 and the related
    notes included in Continucares Annual Report on
    Form 10-K
    for the year ended June 30, 2010;
    Separate historical financial statements of Continucare as of
    and for the three months ended September 30, 2010 and the
    related notes included in Continucares Quarterly Report on
    Form 10-Q
    for the period ended September 30, 2010;
    Separate historical financial statements of Continucare as of
    and for the three and six months ended December 31, 2010
    and the related notes included in Continucares Quarterly
    Report on
    Form 10-Q
    for the period ended December 31, 2010; and 121




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##### Table of Contents




    Separate historical financial statements of Continucare as of
    and for the three and nine months ended March 31, 2011 and
    the related notes included in Continucares Quarterly
    Report on
    Form 10-Q
    for the period ended March 31, 2011.   122




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Metropolitan
    and ContinucareUnaudited Pro Forma Condensed Combined Balance
    Sheet
    As of March 31, 2011
    (In thousands)
  
 Pro Forma AdjustmentsAllocation ofHistorical





Merger and


Merger


ProformaMetropolitan


Continucare


Reclassifications


Financing(c)


Consideration(d)


CombinedASSETSCURRENT ASSETSCash and equivalents

$
8,633


$
44,624






$
(53,257
)





$
Investments, at fair value


39,666











(39,666
)






Accounts receivable from patients, net


631






$
2,681
(a)










3,312Due from HMOs


14,617



18,153















32,770Prepaid expenses and other current assets


2,439



4,719



(2,681
)(a)










4,477Prepaid income taxes


1,086



















1,086Deferred income taxes


404



226















630TOTAL CURRENT ASSETS


67,476



67,722







(92,923
)






42,275PROPERTY AND EQUIPMENT, net


2,675



15,172















17,847RESTRICTED CASH AND INVESTMENTS


3,849











(3,849
)






DEFERRED INCOME TAXES, net of current portion


1,512



3,103







5,597







10,212DEFERRED FINANCING COSTS














13,055







13,055IDENTIFIABLE INTANGIBLE ASSETS


542



6,826










$
93,240



93,782(6,826
)GOODWILL


5,420



79,579











285,488



290,908(79,579
)OTHER ASSETS


834



130















964INVESTMENT IN CONTINUCARE














415,776



(415,776
)(e)


TOTAL ASSETS

$
82,308


$
172,532






$
337,656


$
(123,453
)

$
469,043LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable

$
299


$
1,123














$
1,422Accrued payroll and payroll taxes


1,582






$
2,006
(b)










3,588Accrued expenses


2,821



6,601



(2,006
)(b)










7,416Income taxes payable






409















409Note payable













$
4,430







4,430Current portion of long-term debt


605











12,000







12,605TOTAL CURRENT LIABILITIES


5,307



8,133







16,430







29,870DEFERRED INCOME TAX LIABILITIES






7,517










$
33,357



40,874LONG-TERM DEBT, net of current portion


213











318,000







318,213OTHER LONG-TERM LIABILITIES






72















72TOTAL LIABILITIES


5,520



15,722







334,430



33,357



389,029STOCKHOLDERS EQUITYSeries A preferred stock


500



















500Common stock


41



6







3



(6
)(f)


44Additional paid-in capital


23,526



109,393







12,126



(109,393
)(f)


35,652Retained earnings


52,721



47,411







(8,903
)


(47,411
)(f)


43,818TOTAL STOCKHOLDERS EQUITY


76,788



156,810







3,226



(156,810
)


80,014LIABILITIES AND STOCKHOLDERS EQUITY

$
82,308


$
172,532






$
337,656


$
(123,453
)

$
469,043  
   123




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##### Table of Contents



Metropolitan
    and ContinucareUnaudited Pro Forma Condensed Combined Statement
    of Income
    Year ended December 31, 2010
    (In thousands, except per share amounts)
  
 Pro Forma AdjustmentsAllocation ofHistorical





Merger and


Merger


ProformaMetropolitan


Continucare


Reclassifications


Financing


Consideration


CombinedREVENUE

$
368,186


$
318,819


$
(35,396
)(g)









$
651,609MEDICAL EXPENSEMedical claims expense


286,602



208,941



(35,396
)(g)










460,147Medical center costs


15,826



34,722



6,467
(h)










57,015Total Medical Expense


302,428



243,663



(28,929
)










517,162GROSS PROFIT


65,758



75,156



(6,467
)










134,447OTHER OPERATING EXPENSESAdministrative payroll, payroll taxes


15,419



16,592















32,011General and administrative


8,731



20,180



(6,467
)(h)





$
9,989
(l)


27,720(3,198
)(i)






(1,515
)(l)Marketing and advertising


385







3,198
(i)










3,583Total Other Operating Expenses


24,535



36,772



(6,467
)






8,474



63,314OPERATING INCOME BEFORE GAIN ON SALE OF HMO


41,223



38,384











(8,474
)


71,133Gain on sale of HMO subsidiary


62



















62OPERATING INCOME


41,285



38,384











(8,474
)


71,195OTHER INCOME (EXPENSE)Investment income, net


328



74











(402
)(m)


Interest expense






(121
)





$
(26,696
)(j)






(26,817
)Other expense, net


(28
)


















(28
)Total other income


300



(47
)






(26,696
)


(402
)


(26,845
)INCOME BEFORE INCOME TAXES


41,585



38,337







(26,696
)


(8,876
)


44,350INCOME TAX EXPENSE


15,884



14,767







(10,305
)(k)


(3,426
)(k)


16,920NET INCOME

$
25,701


$
23,570


$



$
(16,391
)

$
(5,450
)

$
27,430Proforma earnings per common share:Basic

$
0.65


$
0.39














$
0.66
(n)Diluted

$
0.62


$
0.38














$
0.62
(n)  
   124




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##### Table of Contents



Metropolitan
    and ContinucareUnaudited Pro Forma Condensed Combined Statement
    of Income
    Three months ended March 31, 2011
    (In thousands, except per share amounts)
  
 Pro Forma AdjustmentsAllocation ofHistorical





Merger and


Merger


ProformaMetropolitan


Continucare


Reclassifications


Financing


Consideration


CombinedREVENUE

$
94,666


$
85,652


$
(9,019
)(g)









$
171,299MEDICAL EXPENSEMedical claims expense


71,130



54,827



(9,019
)(g)










116,938Medical center costs


4,356



10,215



1,602
(h)










16,173Total Medical Expense


75,486



65,042



(7,417
)










133,111GROSS PROFIT


19,180



20,610



(1,602
)










38,188OTHER OPERATING EXPENSESAdministrative payroll, payroll taxes


4,102



4,721















8,823General and administrative


2,236



5,632



(1,602
)(h)





$
2,497
(l)


7,702(544
)(i)






(517
)(l)Marketing and advertising


68







544
(i)










612Total Other Operating Expenses


6,406



10,353



(1,602
)






1,980



17,137OPERATING INCOME


12,774



10,257











(1,980
)


21,051OTHER INCOME (EXPENSE)Investment income, net


182



16











(198
)(m)


Interest expense






144






$
(6,556
)(j)






(6,412
)Other expense, net


(5
)


















(5
)Total other income


177



160







(6,556
)


(198
)


(6,417
)INCOME BEFORE INCOME TAXES


12,951



10,417







(6,556
)


(2,178
)


14,634INCOME TAX EXPENSE


4,987



3,160







(2,531
)(k)


(840
)(k)


4,776NET INCOME

$
7,964


$
7,257


$



$
(4,025
)

$
(1,338
)

$
9,858Proforma earnings per common share:Basic

$
0.20


$
0.12














$
0.23
(n)Diluted

$
0.19


$
0.12














$
0.22
(n)  
   125




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##### Table of Contents



NOTES TO
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION  NOTE 1 
    BASIS OF PRESENTATION
          NOTE 2 
    PRELIMINARY ALLOCATION OF MERGER CONSIDERATION
       126




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##### Table of Contents



NOTES TO
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION  (Continued)
    Estimate of merger consideration:Cash consideration:Estimated shares of Continucare common stock outstanding to be
    acquired


60,638Cash consideration paid per share per the merger agreement

$
6.25$
378,989Cash consideration paid per option per merger agreement

$
6.45Estimated weighted average exercise price of outstanding
    Continucare options

$
2.79Estimated net cash paid per option

$
3.66Estimated options of Continucare to be acquired from option
    holders


6,742$
24,658Total cash consideration

$
403,647Metropolitan equity consideration:Estimated shares of Continucare common stock outstanding to be
    acquired


60,638Exchange rate per merger agreement


0.0414Estimated total Metropolitan common stock to be issued


2,513Metropolitan estimated closing price per share

$
4.83Total equity consideration

$
12,129Total merger consideration to Continucare stock and option
    holders

$
415,776     
 HistoricalBalances as of





Allocation ofMarch 31,


Fair Value


Merger2011


Adjustments


ConsiderationCash and equivalents

$
44,624






$
44,624Due from HMOs


18,153







18,153Deferred tax assets


3,329







3,329Other current assets


4,719







4,719Property and equipment, net


15,172







15,172Identifiable intangible assets


6,826


$
86,414



93,240Other assets


130







130Accounts payable


(1,123
)






(1,123
)Accrued expenses


(6,601
)






(6,601
)Income taxes payable


(409
)






(409
)Deferred tax liabilities


(7,517
)


(33,357
)


(40,874
)Other liabilities


(72
)






(72
)Total identifiable net assets


77,231







130,288Goodwill


79,579







285,488Net assets

$
156,810






$
415,776  
 127




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##### Table of Contents



NOTES TO
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION  (Continued)
          NOTE 3 
    PRO FORMA ADJUSTMENTS
      Unaudited
    pro forma condensed combined balance sheet
    adjustments
  a)
    To reclassify $2.7 million of Continucare patient
    receivable balances, which are included in prepaid expenses and
    other current assets to accounts receivable from patients.b)
    To reclassify $2.0 million of Continucare accrued payroll
    and payroll taxes from accrued expenses to accrued payroll and
    payroll taxes.c)
    Metropolitan has obtained a financing commitment to fund a
    substantial portion of the merger consideration. The financing
    commitment is comprised of a $265 million senior secured
    credit facility with a five-year term and a $90 million
    second lien secured credit facility term loan with a six-year
    term. The $265 million senior secured credit facility
    includes a $25 million revolving credit facility which
    provides for borrowings at closing. The unaudited pro forma
    condensed combined financial information assumes, based upon
    managements current expectations, that the debt offering
    is completed upon consummation of the merger. Metropolitan
    expects to pay various financing costs related to executing
    these debt instruments that will be amortized over the terms of
    the loans. 128




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##### Table of Contents



NOTES TO
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION  (Continued)
   The financing activities related to the merger, including both
    debt and equity financing and the related uses of funds, follows
    (in thousands, except per share amounts):  Financing sources:Existing cash, investments and restricted cash





$
96,772New debt:$240 million senior secured credit facility

$
240,000$90 million second lien secured credit facility


90,000$25 million revolving credit facility


4,430



334,430Equity exchangedMetropolitan common stock $.001 par


3Capital in excess of par value


12,126



12,129$
443,331Financing uses:Consideration to acquire ContinucareCash consideration





$
403,647Equity exchanged






12,129Financing costs paid at closing






13,055Expenses paid at closing (legal and professional)






14,500$
443,331Expenses related to merger closing:Transaction expenses





$
14,500Deferred tax asset






5,597Charge to retained earnings





$
8,903     (1)
    
    The combined company estimated effective income tax rate of
    38.6% was only applied to expenses related to the merger that
    are expected to be deductible for income tax purposes.  d)
    To adjust the tangible and identifiable intangible assets
    acquired and liabilities assumed based upon preliminary
    estimates of fair value and eliminate historical Continucare
    balances. The preliminary estimates of identifiable intangible
    assets follow (dollars in thousands):  EstimatedFair ValueIdentifiable intangibles:Finite Lived:Customer relationships

$
60,854Trade name


32,386$
93,240  
  The excess of the merger consideration for Continucare over the
    fair value of its identifiable net assets of $285.5 million
    is recorded as goodwill. 
 
  An adjustment to deferred tax liabilities related to the tax
    effect of fair value adjustments to identifiable intangible
    assets totaled $33.4 million. 
 129




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##### Table of Contents



NOTES TO
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION  (Continued)
   e)
    To allocate the total merger consideration paid to Continucare
    stockholders to the assets acquired and liabilities assumed.  f)
    To eliminate the historical stockholders equity balances
    of Continucare.  Unaudited
    pro forma condensed combined income statements
    adjustments
  Unaudited Pro Forma Condensed Combined Balance Sheet
    Adjustments
  g)
    To reclassify the cost of stop loss insurance fees withheld by
    HMOs consistent with the methodology used by Metropolitan.h)
    To reclassify the cost to operate owned medical centers in the
    Continucare statements of income presentation to conform to
    Metropolitans presentation.  i)
    To reclassify call center and marketing costs in the Continucare
    statements of income to marketing and advertising expenses to
    conform with Metropolitans presentation.j)
    To add the interest expense, amortization of deferred financing
    and other financing fees (in thousands):  Year Ended December 31, 2010Debt


Deferred











TotalBorrowing


Costs





Deferred





Increase toas of


Related to


Interest


Cost





InterestMerger Date


Financing


Expense


Amortization


Other Fees


ExpenseInterest expense:$240 million first lien credit facility

$
240,000


$
8,943


$
14,710


$
1,789


$
225


$
16,724$90 million second lien credit facility


90,000



3,712



9,225



619



50



9,894$25 million revolver(1)


4,430Financing costs






400







78







78$
334,430


$
13,055


$
23,935


$
2,486


$
275


$
26,696   Three Months Ended March 31, 2011Deferred











TotalDebt


Costs





Deferred





Increase toBorrowing as of


Related to


Interest


Cost





InterestMerger Date


Financing


Expense


Amortization


Other Fees


ExpenseInterest expense:$240 million first lien credit facility

$
240,000


$
8,943


$
3,560


$
447


$
56


$
4,063$90 million second lien credit facility


90,000



3,712



2,306



154



13



2,473$25 million revolver(1)


4,430Financing costs






400







20







20$
334,430


$
13,055


$
5,866


$
621


$
69


$
6,556     (1)
    
    For purposes of the March 31, 2011 pro forma balance sheet
    additional cash is required to close the transaction and we
    assumed the use of the revolving credit facility. For purposes
    of the pro forma income statements, we assumed that sufficient
    cash would be available at close to fund the transaction and
    funding from the revolving credit facility will not be required.
    Therefore, no interest expense was included for this borrowing.  130




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##### Table of Contents



NOTES TO
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION  (Continued)
  Interest Rate Index andMargin per Commitment

Assumed Rate


TermLetter

at Closing


(Years)Interest rate and term:$240 million first lien credit facility

LIBOR (1) + 4.75%


6.25
%


5$90 million second lien credit facility

LIBOR (2) + 8.50%


10.25
%


6$25 million revolver

LIBOR (1) + 4.75%


N/A



5     (1)
    
    LIBOR  One month London Interbank Offered Rate with
    floor of 1.5%(2)
    
    LIBOR  One month London Interbank Offered Rate with
    floor of 1.75%  A change in LIBOR of 1/8th percent would not increase or
    decrease interest expense. As discussed in pro forma adjustment
    (c), the pro forma condensed combined financial information
    assumes the senior unsecured notes offering is completed prior
    to the merger.  k)
    To adjust the income tax provision to reflect the pro forma
    combined company estimated effective income tax rate of 38.6%.  l)
    To eliminate $1.5 million in 2010 and $0.5 million for
    the three months ended March 31, 2011 of historical
    Continucare intangible amortization expense and replace with new
    amortization amounts based upon the estimated fair value of
    finite lived intangible assets. The computation of the new
    amortization amounts follow (dollars in thousands):  EstimatedEstimated


WeightedFair Value


Average Life


Amortization ExpenseYear Ended


Three MonthsDecember 31,


Ended March 31,2010


2011Customer relationships

$
60,854



7


$
8,694


$
2,173Trade name


32,386



25


$
1,295


$
324$
93,240






$
9,989


$
2,497   m)
    To reflect the reversal of investment income as a result of
    short-term investments being used in the merger consideration.   131




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##### Table of Contents



NOTES TO
    UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
    INFORMATION  (Continued)
    Year Ended


Three Months EndedDecember 31, 2010


March 31, 2011Basic


Diluted


Basic


DilutedPro forma earnings per common sharePro forma net income

$
27,430


$
27,430


$
9,858


$
9,858Preferred stock dividend


(50
)






(13
)


Income available to common shareholders

$
27,380


$
27,430


$
9,845


$
9,858Shares used in computationMetropolitan weighted average basic shares outstanding


39,195



39,195



39,770



39,770Issued to Continucare stockholders in connection with the merger


2,513



2,513



2,513



2,513Weighted average shares outstanding  basic computation


41,708



41,708



42,283



42,283Dilutive effect of:Convertible preferred stock






659







301Nonvested common stock






523







577Stock options






1,132







1,313Adjusted weighted average shares outstanding 
    dilutive effect






44,022







44,474Pro forma earnings per common share

$
0.66


$
0.62


$
0.23


$
0.22  132




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##### Table of Contents



LEGAL
    MATTERS   EXPERTS  Form 10-K
  (Form 10-K)
 SUBMISSION
    OF FUTURE SHAREHOLDER PROPOSALS  Rule 14a-8 Rule 14a-8
     133




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##### Table of Contents



WHERE YOU
    CAN FIND MORE INFORMATION    Securities
    and Exchange Commission
    100 F Street, N.E.
    Washington, D.C. 20549
  1-800-SEC-0330
  www.sec.gov www.continucare.com www.metcare.com
  Form S-4
   134




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##### Table of Contents



Continucare
    SEC Filings    
 SEC File Number 001-12115

PeriodCurrent Reports on
    Form 8-K

Filed on October 25, 2010; Filed on March 1, 2011; Filed on June
    27, 2011 (relating to the merger agreement).Quarterly Report on
    Form 10-Q

Quarter Ended September 30, 2010 (Filed on November 4, 2010);
    Quarter Ended December 31, 2010 (Filed on February 4, 2011);
    Quarter Ended March 31, 2011 (Filed on May 5, 2011).Annual Report on
    Form 10-K

Year Ended June 30, 2010 (Filed on September 9, 2010).Amendment No. 1 to Annual Report on
    Form 10-K/A

Year Ended June 30, 2010 (Filed on October 26, 2010).Description of Continucares common stock contained in the
    Registration Statement on
    Form 8-A
    held on September 4, 1996  
    Continucare
    Corporation
    7200 Corporate Center Drive, Suite 600
    Miami, Florida 33126
    Telephone:
    (305) 500-2000
 
  If you would like to request documents, please do so by
    August 12, 2011
 
 135




---



##### Table of Contents



Metropolitan
    SEC Filings    
 SEC File No. 001-32361

PeriodCurrent Reports on
    Form 8-K

Filed on March 2, 2011; Filed on June 20, 2011; Filed on
    June 27, 2011 (relating to the merger agreement).Quarterly Report on
    Form 10-Q

Quarter Ended March 31, 2011 (Filed on May 3, 2011).Annual Report on
    Form 10-K

Year Ended December 31, 2010 (Filed on March 2, 2011).Description of Metropolitan common stock contained in
    Registration Statement on
    Form 8-A
    filed on December 23, 1996  
    Metropolitan
    Health Networks, Inc.
    777 Yamato Road, Suite 510
    Boca Raton, Florida 33431
    Telephone:
    (561) 805-8500
     
  You should rely only on the information contained in, or
    incorporated by reference into, this proxy statement/prospectus
    in voting your shares at the Continucare special meeting, as
    applicable. Neither Continucare nor Metropolitan has authorized
    anyone to provide you with information that is different from
    what is contained in this proxy statement/prospectus. This proxy
    statement/prospectus is dated July 21, 2011. You should not
    assume that the information contained in this proxy
    statement/prospectus is accurate as of any other date, and
    neither the mailing of this proxy statement/prospectus to
    Continucare shareholders nor the consummation of the merger will
    create any implication to the contrary.
 
 136




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##### Table of Contents



ANNEX
    A
  EXECUTION
    COPY
  AGREEMENT AND PLAN OF MERGER
    dated as of
    June 26, 2011
    among
    METROPOLITAN HEALTH NETWORKS, INC.,
    CAB MERGER SUB, INC.
    and
    CONTINUCARE CORPORATION
  Annex A-1




---



##### Table of Contents





TABLE OF
    CONTENTS
   
 PageARTICLE 1 THE MERGER


A-5Section 1.01.

The Merger


A-5Section 1.02.

Conversion of Shares


A-6Section 1.03.

Surrender and Payment


A-6Section 1.04.

Dissenting Shares


A-7Section 1.05.

Stock Options


A-8Section 1.06.

Adjustments; Fractional Shares


A-8Section 1.07.

Withholding Rights


A-9Section 1.08.

Lost Certificates


A-9ARTICLE 2 THE SURVIVING CORPORATION


A-9Section 2.01.

Articles of Incorporation


A-9Section 2.02.

Bylaws


A-9Section 2.03.

Directors and Officers


A-9ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY


A-10Section 3.01.

Corporate Existence and Power


A-10Section 3.02.

Corporate Authorization


A-10Section 3.03.

Governmental Authorization


A-10Section 3.04.

Non-contravention


A-11Section 3.05.

Capitalization


A-11Section 3.06.

Subsidiaries


A-12Section 3.07.

SEC Filings and the Sarbanes-Oxley Act


A-12Section 3.08.

Financial Statements


A-14Section 3.09.

Disclosure Documents


A-14Section 3.10.

Absence of Certain Changes


A-14Section 3.11.

No Undisclosed Material Liabilities; No Intercompany Loans


A-14Section 3.12.

Litigation


A-14Section 3.13.

General Compliance With Applicable Law; Other Governmental and
    Healthcare Matters


A-15Section 3.14.

Providers and Provider Contracts


A-16Section 3.15.

Regulatory Filings and Reports; Accreditation


A-16Section 3.16.

Material Contracts


A-17Section 3.17.

Taxes


A-18Section 3.18.

Employees and Employee Benefit Plans


A-20Section 3.19.

Intellectual Property


A-22Section 3.20.

Properties


A-23Section 3.21.

Environmental Matters


A-24Section 3.22.

Anti-takeover Statutes; Standstill Waivers


A-24Section 3.23.

Opinion of Financial Advisor


A-24Section 3.24.

Finders Fees


A-24Section 3.25.

No Other Representations or Warranties


A-25 Annex A-2




---



##### Table of Contents



PageARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT


A-25Section 4.01.

Corporate Existence and Power


A-25Section 4.02.

Corporate Authorization


A-25Section 4.03.

Governmental Authorization


A-25Section 4.04.

Non-contravention


A-26Section 4.05.

Capitalization


A-26Section 4.06.

Disclosure Documents


A-26Section 4.07.

SEC Filings and the Sarbanes-Oxley Act


A-27Section 4.08.

Financial Statements


A-28Section 4.09.

Absence of Certain Changes


A-28Section 4.10.

No Undisclosed Material Liabilities


A-28Section 4.11.

Compliance with Applicable Law; Permits


A-28Section 4.12.

Material Contracts


A-28Section 4.13.

Taxes


A-29Section 4.14.

Employees and Employee Benefit Plans


A-30Section 4.15.

Intellectual Property


A-30Section 4.16.

Financing


A-30Section 4.17.

Finders Fees


A-31Section 4.18.

Opinion of Financial Advisor


A-31Section 4.19.

Litigation


A-31Section 4.20.

Ownership of Company Common Stock


A-31Section 4.21.

No Other Representations or Warranties


A-31ARTICLE 5 COVENANTS OF THE COMPANY


A-32Section 5.01.

Conduct of the Company


A-32Section 5.02.

No Solicitation; Other Offers


A-34Section 5.03.

Access to Information; Confidentiality


A-36Section 5.04.

Shareholder Litigation


A-36Section 5.05.

Real Estate Matters


A-36Section 5.06.

D&O Insurance


A-37Section 5.07.

Rule 16b-3


A-37Section 5.08.

Company Board of Directors


A-37Section 5.09.

Evidence of Closing Cash and Adjustment Amount


A-37ARTICLE 6 COVENANTS OF PARENT


A-37Section 6.01.

Conduct of Parent


A-37Section 6.02.

Obligations of Merger Subsidiary


A-38Section 6.03.

Director and Officer Liability


A-38ARTICLE 7 COVENANTS OF PARENT AND THE COMPANY


A-38Section 7.01.

Form S-4
    and Proxy Statement; Shareholders Meetings


A-38Section 7.02.

Reasonable Best Efforts; Antitrust Filings


A-40Section 7.03.

Certain Filings


A-41Section 7.04.

Public Announcements


A-42Section 7.05.

Stock Exchange De-listing


A-42Section 7.06.

Financing


A-42 Annex A-3




---



##### Table of Contents



PageSection 7.07.

Further Assurances


A-45Section 7.08.

Notices of Certain Events


A-45Section 7.09.

Anti-Takeover Statute


A-46ARTICLE 8 CONDITIONS TO THE MERGER


A-46Section 8.01.

Conditions to the Obligations of Each Party


A-46Section 8.02.

Additional Conditions to Obligations of Parent and Merger
    Subsidiary


A-46Section 8.03.

Additional Conditions to Obligations of the Company


A-47ARTICLE 9 TERMINATION


A-48Section 9.01.

Termination


A-48Section 9.02.

Effect of Termination


A-49ARTICLE 10 MISCELLANEOUS


A-49Section 10.01.

Notices


A-49Section 10.02.

Non-Survival of Representations and Warranties


A-50Section 10.03.

Amendments and Waivers


A-50Section 10.04.

Expenses; Termination Fee


A-50Section 10.05.

Disclosure Schedule References


A-51Section 10.06.

Binding Effect; Benefit; Assignment


A-52Section 10.07.

Governing Law


A-52Section 10.08.

Jurisdiction


A-52Section 10.09.

Waiver of Jury Trial


A-53Section 10.10.

Counterparts; Effectiveness


A-53Section 10.11.

Entire Agreement


A-53Section 10.12.

Severability


A-53Section 10.13.

Specific Performance


A-53Section 10.14.

Prevailing Parties


A-53ARTICLE 11 DEFINITIONS


A-53Section 11.01.

Definitions


A-53Section 11.02.

Other Definitional and Interpretative Provisions


A-61   Annex A-4




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##### Table of Contents



AGREEMENT
    AND PLAN OF MERGER
  AGREEMENT AND PLAN OF MERGER Agreement (Parent) (Merger Subsidiary) Company
  WHEREAS Section 1.02(b)
  WHEREAS
  WHEREAS
  WHEREAS
  WHEREAS Voting Agreement
  WHEREAS
  NOW, THEREFORE
  ARTICLE 1
  THE
    MERGER
  Section The
    Merger.
  Merger Surviving Corporation
  Article 8 Closing Article 8 Closing
    Date
  Articles of Merger
 Annex A-5




---



##### Table of Contents



Effective Time
    Section Conversion
    of Shares.
  Section 1.02(b) Section 1.04 Stock Consideration Cash Consideration Section 1.06(b) Merger
    Consideration Certificate Uncertificated
    Share
        Section Surrender
    and Payment.
  Exchange Agent Section 1.03 Section 1.06(b) Section 1.03(f) Section 1.03(a) Exchange Fund
 Annex A-6




---



##### Table of Contents



Section 1.02(a)
      Article 1
  Section 1.03(a) Section 1.03
  Section 1.06(b) Section 1.03
  Section Dissenting
    Shares.
 Annex A-7




---



##### Table of Contents



Dissenting
    Shares
  Section Stock
    Options.
  Stock Plan. and/or Company Board
  Options. and/or Option Consideration Company Stock Option Section 1.05(b) Section 1.05(b)
  Section Adjustments;
    Fractional Shares.
   Annex A-8




---



##### Table of Contents



Section 1.06(a)
  Section 1.03
  Section Withholding
    Rights.
  Section Lost
    Certificates. Article 1
  ARTICLE 2
  THE
    SURVIVING CORPORATION
  Section Articles
    of Incorporation.
  Section Bylaws.
  Section Directors
    and Officers.
 Annex A-9




---



##### Table of Contents



ARTICLE 3
  REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY
    Section Corporate
    Existence and Power.
  Section Corporate
    Authorization.
  Company Shareholder Approval
    Company Board
    Recommendation
  Section Governmental
    Authorization. and/or Section 3.03(a) of the Company Disclosure Schedule Required Governmental Authorizations
 Annex A-10




---



##### Table of Contents



Section Non-contravention. Section 3.04 Section 3.03(a) Section 3.03(e) Section 3.03(a) Section 3.03(e)
  Section Capitalization.
  Section 3.05(a) of the
    Company Disclosure Schedule
  Section 3.05(a)
    of the Company Disclosure Schedule Company
    Securities
 Annex A-11




---



##### Table of Contents



Section Subsidiaries.
  Section 3.06(a) of the Company Disclosure
    Schedule Section 3.06(a) of the Company Disclosure
    Schedule
  Section 3.06(a) of the
    Company Disclosure Schedule Company Subsidiary
    Securities Section 3.06(b) of the Company
    Disclosure Schedule
  Section SEC
    Filings and the Sarbanes-Oxley Act.
  Company
    SEC Documents
     Annex A-12




---



##### Table of Contents



Rule 13a-15
  Rule 13a-15 (internal controls) Section 3.07(g) of the Company Disclosure Schedule
  Rule 13a-14 15d-14
    Regulation S-K
 Annex A-13




---



##### Table of Contents



Section Financial
    Statements.
  Section Disclosure
    Documents. Form S-4 Form S-4
  Section Absence
    of Certain Changes. Section 5.01
    Section No
    Undisclosed Material Liabilities; No Intercompany
    Loans. Section 3.11 of the Company Disclosure Schedule
  Section Litigation. Section 3.12 of the Company Disclosure
    Schedule
 Annex A-14




---



##### Table of Contents



Section General
    Compliance With Applicable Law; Other Governmental and
    Healthcare Matters.
    Company Permits
  Section 3.13(c) of the
    Company Disclosure Schedule
  Section 3.13(d) of the
    Company Disclosure Schedule (Governmental Contracts)
   Annex A-15




---



##### Table of Contents



Section Providers
    and Provider Contracts.
  Section 3.14(a)of the Company Disclosure
    Schedule Section 3.14(a) Provider (Material Provider Contracts)
  Section 3.14(b) of the
    Company Disclosure Schedul
  Section 3.14(c) of the
    Company Disclosure Schedule
  Section Regulatory
    Filings and Reports; Accreditation. Section 3.15 of the Company Disclosure
    Schedule Section 3.15 Regulatory
    Filings Audit
    Reports
 Annex A-16




---



##### Table of Contents



Section Material
    Contracts.
  Company
    Material Contract
          Section 3.16(a)(iv)
        Section 3.19(b)
     Annex A-17




---



##### Table of Contents



and/or
        Section
    3.16(a)(i) Section 3.16(a)(xv)
  Section 3.16(a) of the Company Disclosure
    Schedule Section 3.16(a) of the Company
    Disclosure Schedule
  Section Taxes.
     Annex A-18




---



##### Table of Contents



Regulation Section 1.6011-4(b).
    non-U.S. income
          Taxes non-U.S. (or Taxing Authority Section 3.17(f)(iii) Section 4.13(f)(iii) Tax
  Tax Return
  Treasury Regulations
 Annex A-19




---



##### Table of Contents



Section Employees
    and Employee Benefit Plans.
  Section 3.18(a) of the Company Disclosure
    Schedule Employee Plans
       Annex A-20




---



##### Table of Contents



Section 3.18(f) of the
    Company Disclosure Schedule Section 3.18(f)
    of the Company Disclosure Schedule
  Section 3.18(g) of the
    Company Disclosure Schedule (COBRA)
  gross-up
    Section 3.18(j) of the
    Company Disclosure Schedule
 Annex A-21




---



##### Table of Contents



Employee
    Section Intellectual
    Property.
  Section 3.19(a) of the Company Disclosure
    Schedule
  Section 3.19(b) of the Company Disclosure
    Schedule
 Annex A-22




---



##### Table of Contents



Section 3.19(b) of
    the Company Disclosure Schedule
              Section Properties.
  Section 3.20(a) of the Company Disclosure
    Schedule
  Section 3.20(b) of the Company Disclosure
    Schedule
  Section 3.20(c) of the Company Disclosure
    Schedule
   Annex A-23




---



##### Table of Contents



Improvements
    Section Environmental
    Matters.
  Section Anti-takeover
    Statutes; Standstill
    Waivers. Section 4.20 Anti-Takeover Statutes
    Section Opinion
    of Financial Advisor. (UBS) (Barrington)
  Section Finders
    Fees.
 Annex A-24




---



##### Table of Contents



Section No
    Other Representations or Warranties.
  ARTICLE 4
  REPRESENTATIONS
    AND WARRANTIES OF PARENT
    Section Corporate
    Existence and Power.
  Section Corporate
    Authorization.
    Parent Board Parent Share Issuance
  Section Governmental
    Authorization. and/or
 Annex A-25




---



##### Table of Contents



Section Non-contravention. Section 4.03(a) Section 4.03(c) Section 4.02(a) Section 4.02(c)
  Section Capitalization.
  Parent Preferred Stock Parent Capital
    Stock
    Section Disclosure
    Documents. Form S-4 Form S-4 Form S-4
 Annex A-26




---



##### Table of Contents



Form S-4
  Section SEC
    Filings and the Sarbanes-Oxley Act.
  Parent SEC
    Documents
          Rule 13a-15
    Rule 13a-14 15d-14
 Annex A-27




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##### Table of Contents



Section Financial
    Statements.
  Section Absence
    of Certain Changes.
  Section 6.01
    Section No
    Undisclosed Material Liabilities.
  Section Compliance
    with Applicable Law; Permits. Parent
    Permits
  Section Material
    Contracts. Parent Material Contract Regulation S-K
 Annex A-28




---



##### Table of Contents



Section Taxes.
              Regulation Section 1.6011-4(b).
    Closing agreement non-U.S. income
       Annex A-29




---



##### Table of Contents



Section Employees
    and Employee Benefit Plans.
  Parent
    Employee Plans
    Section Intellectual
    Property.
  Section Financing. (GE Capital) Commitment Letter Financing
 Annex A-30




---



##### Table of Contents



provided, however,
  Section Finders
    Fees.
  Section Opinion
    of Financial Advisor.
  Section Litigation.
  Section Ownership
    of Company Common Stock.
  Section No
    Other Representations or Warranties.
 Annex A-31




---



##### Table of Contents



ARTICLE 5
  COVENANTS
    OF THE COMPANY
  Section Conduct
    of the Company. Section 5.01 of the Company Disclosure Schedule Section 5.01 of the Company
    Disclosure Schedule
        provided,
    however,
       Annex A-32




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##### Table of Contents



provided, however,
  provided, however, Replaced Employee
  Regulation S-X
         Annex A-33




---



##### Table of Contents



Section No
    Solicitation; Other Offers.
  Section 5.02(b) Section 5.02(e) Section 9.01
  Representatives Company Adverse Recommendation Change
    Section 7.01(d) Section 5.02
 Annex A-34




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##### Table of Contents



Rule 14e-2(a) Rule 14d-9 Section 5.02(a) Rule 14d-9(f)
  and/or provided, however, Section 7.01(d) Section 5.02 Section 9.01(e) Section 9.01(g) Section 5.02(e)
   Annex A-35




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##### Table of Contents



Section Access
    to Information; Confidentiality.
  provided,
    however, provided, further, however Section 5.03 Section 5.03 provided , however, Section 5.03
  Section 5.03 Confidentiality Agreement Section 5.02(e)
  Section Shareholder
    Litigation. and/or
  Section Real
    Estate Matters. Title Companies Titled
    Property and/or
 Annex A-36




---



##### Table of Contents



Section D&O
    Insurance. (D&O Insurance)
  Section Rule 16b-3. Rule 16b-3 Rule 16b-3
  Section Company
    Board of Directors.
  Section Evidence
    of Closing Cash and Adjustment
    Amount. Cash Report
  ARTICLE 6
  COVENANTS
    OF PARENT
  Section Conduct
    of Parent.
    provided, however,
      Article 8
   Annex A-37




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##### Table of Contents



Section Obligations
    of Merger Subsidiary.
  Section Director
    and Officer Liability.
  Indemnified
    Person provided,
    however, Section 6.03(a) provided, however,
    Section 6.03
  Section 6.03
  ARTICLE 7
  COVENANTS
    OF PARENT AND THE COMPANY
  Section Form S-4
    and Proxy Statement; Shareholders Meetings.
  Form S-4
    and Proxy Statement.
 Annex A-38




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##### Table of Contents



Proxy
    Statement Company Shareholder Meeting Form S-4 Form S-4 Form S-4 Form S-4 Form S-4 Form S-4 Form S-4 Form S-4 Form S-4 Form S-4 Form S-4
  S-4 S-4 S-4
  S-4, S-4
 Annex A-39




---



##### Table of Contents



S-4
  Company Shareholder
    Meeting. Section 5.02(e) Section 5.02(e)
  Section Reasonable
    Best Efforts; Antitrust Filings.
    Antitrust Filings
 Annex A-40




---



##### Table of Contents



Section 7.02 provided,
    however,
      Section Certain
    Filings.
  Form S-4 Section 3.03(a) of
    the Company Disclosure Schedule
   Annex A-41




---



##### Table of Contents



Section 7.04. Public
    Announcements.
  Section 7.05. Stock
    Exchange De-listing.
  Section Financing.
  Section 4.16 provided, however, and/or and/or (Alternative
    Financing) provided, however, provided
    further, however,
 Annex A-42




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##### Table of Contents



and/or Financing Section 7.06 Commitment
    Letter Section 7.06
  and/or Financing
    Parties Regulation S-K Regulation S-X 12-month Form S-1; Required Information
 Annex A-43




---



##### Table of Contents



and/or provided, however, Section 7.06
    1 2 Section 7.06
  Financing Parties
    Related Parties
 Annex A-44




---



##### Table of Contents



Section 7.06(e)
  Company Revolver Indebtedness Payoff Amount provided, however, Section 7.06(f) Payoff
    Letter Credit Facility
    Termination provided, however, Section 7.06(f)
  Section Further
    Assurances.
  Section Notices
    of Certain Events.
    Section 8.02(a) Section 8.03(a)
 Annex A-45




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##### Table of Contents



Section 8.02(b) Section 8.03(b)
    provided, however, Section 7.08
  Section 7.09. Anti-Takeover
    Statute.
  ARTICLE 8
  CONDITIONS
    TO THE MERGER
  Section Conditions
    to the Obligations of Each Party.
  Company Shareholder
    Approval.
  No Order.
  HSR Act. non-U.S. laws Section 7.02(c)
  Financing. and/or and/or
  Form S-4. Form S-4 Form S-4
  NYSE Amex Listing.
  Section Additional
    Conditions to Obligations of Parent and Merger
    Subsidiary.
  Representations and
    Warranties. Section 3.01 Section 3.02 Section 3.04(a) Section 3.05
 Annex A-46




---



##### Table of Contents



provided, however, Section 3.05
  Agreements and Covenants.
  Officers
    Certificate. Section 8.02(a) Section 8.02(b)
  Consents and Approvals. Schedule 8.02(d) of the Company Disclosure
    Schedule
  Tax Certificate. Sections 1.897-2(h)
  Company Cash and Adjustment
    Amount. Company Closing Cash
    Satisfaction Certificate
  Section Additional
    Conditions to Obligations of the Company.
  Representations and
    Warranties. Section 4.01 Section 4.02 Section 4.04(a) Section 4.05, provided, however, Section 4.05
  Agreements and
    Covenants.
 Annex A-47




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##### Table of Contents



Officers
    Certificate. Section 8.03(a) Section 8.03(b)
  ARTICLE 9
  TERMINATION
  Section Termination
    End Date provided, however, Section 9.01(b)
  Section 8.01 Section 8.03
  Section 8.01 Section 8.02
  Schedule 14D-9
    provided,
    however, Section 9.01(g) Section 5.02 Section 5.02
 Annex A-48




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##### Table of Contents



Section 5.02(e)
  Section 8.01 Section 8.02 Section 8.03 Section 8.01(d) Section 8.01(f), Section 8.02(c) Section 8.02(e)) Section 8.01(d) Section 8.01 Section 8.02 Section 8.03 Section 8.01(d) Section 8.01(f), Section 8.02(c) Section 8.02(e) Section 9.01(h) Section 8.01(d) Section 8.01(f), Section 8.02(c) Section 8.02(e);
  Section 8.02(f)
  Section 9.01 Section 9.01(a)
  Section Effect
    of Termination. Section 9.01 Section 10.04(b) Section 10.14
  ARTICLE 10
  MISCELLANEOUS
  Section Notices.
            Annex A-49




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##### Table of Contents



(305) 961-5613
           (305) 500-2104
 E-mail:
              Section Non-Survival
    of Representations and Warranties. Section 9.02
  Section Amendments
    and Waivers.
  provided, however,
    Section Expenses;
    Termination Fee.
  Section 10.04 Section 10.14
 Annex A-50




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##### Table of Contents



Section 9.01(b) Section 9.01(b)
  Section 9.01(c)
  Section 9.01(d)
  Section 9.01(e)
  Section 9.01(f)
  Section 9.01(g) Section 9.01(g)
  Section 9.01(h)
  Section 9.01(i)
  Section 10.04 Section 10.04 Section 10.04 Section 10.14
  Section 10.04
  Section Disclosure
    Schedule References.
 Annex A-51




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##### Table of Contents



Section Binding
    Effect; Benefit; Assignment.
  Section 6.03 Section 7.06(e) Section 9.02 Section 10.08(b) Section 10.09
  provided,
    however,
  Section Governing
    Law.
  Section Jurisdiction. Section 10.01 Section 10.08(b) and/or Section 10.08(a) Section 10.08(b)
   Annex A-52




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##### Table of Contents



Section Waiver
    of Jury Trial.
  Section Counterparts;
    Effectiveness.
  Section Entire
    Agreement.
  Section Severability.
  Section Specific
    Performance. Section 10.08
  Section Prevailing
    Parties.
  ARTICLE 11
  DEFINITIONS
  Section Definitions.
    1933 Act
  1934 Act
  Acquisition Proposal
 Annex A-53




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##### Table of Contents



Schedule 13E-3
  Adjustment Amount Section 5.01 Section 5.06
  Affiliate
  AHCA
  Ancillary Agreements and/or
  Applicable Law
  Business Day
  Closing Cash
  CMS
  Code
  Company Balance Sheet Form 10-Q
  Company Balance Sheet Date
  Company Cash
 Annex A-54




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##### Table of Contents



Company Common Stock
  Company Credit Facility
  Company Data Room
  Company Disclosure Schedule
  Company Owned Intellectual Property Section 3.19(a) of the
    Company Disclosure Schedule
  Compliant
  Contract
  Disclosure Schedule and/or
  Environmental Law
  Environmental Permits
  ERISA
  ERISA Affiliate
  Expense Reimbursement
  Florida Law
  GAAP
 Annex A-55




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##### Table of Contents



Governmental Authority
  Hazardous Substance
  Health Benefit Laws
  Health Benefit Plan
  HIPAA
  HSR Act Hart-Scott-Rodino
  Intellectual Property Trade Secrets
  IT Assets
  Knowledge
  Lien
 Annex A-56




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##### Table of Contents



made available
  Material Adverse Effect provided, however, Section 5.01
  Material Company Lease
  Material Company Leased Real Property
  Material Company Real Property
  Medicaid
  Medicare
  Multiemployer Plan
 Annex A-57




---



##### Table of Contents



NYSE
  NYSE Amex
  OIR
  Order
  Organizational Documents
  Parent Balance Sheet Form 10-Q
  Parent Common Stock
  Parent Disclosure Schedule
  Parent Owned Intellectual Property
  Parent Stock Option
  Permitted Liens
  Person
  Proceeding
  Regulation
  Sarbanes-Oxley Act
 Annex A-58




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##### Table of Contents



SEC
  Stock Plan
  Subsidiary Section 3.06(a)
  Superior Proposal Section 5.02
  Termination Fee
  Third Party
  WARN Act
    Term

SectionAgreement

PreambleAlternative Financing

Section 7.06(a)Anti-Takeover Statutes

Section 3.22(a)Antitrust Filings

Section 7.02(b)Articles of Merger

Section 1.01(c)Audit Reports

Section 3.15Barrington

Section 3.23Cash Consideration

Section 1.02(a)Cash Report

Section 5.09Certificate

Section 1.02(a)Closing

Section 1.01(b)Closing Date

Section 1.01(b)COBRA

Section 3.18(g)Commitment Letter

Section 4.16Company

Preamble Annex A-59




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##### Table of Contents



Term

SectionCompany Adverse Recommendation Change

Section 5.02(a)(i)Company Board

Section 1.05(a)Company Board Recommendation

Section 3.02(c)Company Closing Cash Satisfaction Certificate

Section 8.02(f)Company Material Contract

Section 3.16(a)Company Payment Event

Section 10.04(b)Company Permit

Section 3.13(b)Company Preferred Stock

Section 3.05(a)Company Revolver Indebtedness

Section 7.06(e)Company SEC Documents

Section 3.07(a)Company Securities

Section 3.05(b)Company Shareholder Approval

Section 3.02(a)Company Shareholder Meeting

Section 7.01(a)Company Stock Option

Section 1.05(b)Company Subsidiary Securities

Section 3.06(b)Company Termination Fee

Section 10.04(b)Confidentiality Agreement

Section 5.03(b)Credit Facility Termination

Section 7.06(e)D&O Insurance

Section 5.06Dissenting Shares

Section 1.04Effective Time

Section 1.01(c)Employee

Section 3.18(k)Employee Plans

Section 3.18(a)End Date

Section 9.01(b)Exchange Agent

Section 1.03(a)Exchange Fund

Section 1.03(a)Financing

Section 4.16Financing Parties

Section 7.06(a)Financing Parties Related Parties

Section 7.06(e)Form S-4

Section 7.01(a)Governmental Contracts

Section 3.13(d)Improvements

Section 3.20(d)Indemnified Person

Section 6.03(a)internal controls

Section 3.07(g)Merger

Section 1.01(a)Merger Consideration

Section 1.02(a)Merger Subsidiary

PreambleOption Consideration

Section 1.05(b)Order

Section 3.12Owned Real Property

Section 3.20(a)Parent

PreambleParent Board

Section 4.02(c)Parent Capital Stock

Section 4.05(a)Parent Employee Plans

Section 4.14(a) Annex A-60




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##### Table of Contents



Term

SectionParent Material Contract

Section 4.12Parent Permits

Section 4.11Parent Preferred Stock

Section 4.05(a)Parent SEC Documents

Section 4.07(a)Parent Share Issuance

Section 4.02(c)Payoff Amount

Section 7.06(e)Payoff Letter

Section 7.06(e)Provider

Section 3.14(a)Proxy Statement

Section 7.01(a)Real Property

Section 3.20(b)Regulatory Filings

Section 3.15Replaced Employee

Section 5.01(m)Representatives

Section 5.02(a)(i)Required Governmental Authorizations

Section 3.03Required Information

Section 7.06(a)Stock Consideration

Section 1.01(a)Superior Proposal

Section 5.02(e)Surviving Corporation

Section 1.01(a)Tax Return

Section 3.17(l)Taxes

Section 3.17(k)Taxing Authority

Section 3.17(k)Title Companies

Section 5.05Titled Property

Section 5.05Treasury Regulations

Section 3.17(m)UBS

Section 3.23Uncertificated Share

Section 1.02(a)Voting Agreement

Recitals   Section Other
    Definitional and Interpretative
    Provisions. provided
 Annex A-61




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[Remainder
    of page intentionally left blank]
 Annex A-62




---



##### Table of Contents



PARENT:
    By:
    /s/  MICHAEL
    M. EARLEY   Title:
    CEO  MERGER SUBSIDIARY:
    By:
    /s/  ROBERT
    SABO   Title:
    Treasurer  COMPANY:
    By:
    /s/  RICHARD
    C. PFENNIGER, JR.   Title:
    CEO Annex A-63




---



##### Table of Contents



ANNEX B
  [LETTERHEAD
    OF UBS SECURITIES LLC]
  June 26,
    2011
       Dear Members
    of the Board:




---



##### Table of Contents



UBS
    Securities LLC




---



##### Table of Contents





ANNEX C
  [LETTERHEAD
    OF BARRINGTON RESEARCH ASSOCIATES, INC.]
    June 26,
    2011
                Barrington Research Associates,
    Inc.  Member FINRA &
    SIPC  161 North Clark Street, Suite
    2950  Chicago, Illinois  60601-3221
 Main: (312)
    634-6000  Fax: (312)
    634-6350  Trading
    (800)
    233-6205  http://www.barringtonresearch.com
 Annex C-1




---



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Annex C-2




---



##### Table of Contents



Annex C-3




---



##### Table of Contents



Barrington Research
    Associates, Inc.
  Barrington Research
    Associates, Inc.
 Annex C-4




---



##### Table of Contents



ANNEX
    D
  [LETTERHEAD
    OF MORGAN JOSEPH TRIARTISAN LLC]
  June 26,
    2011
                 Form 10-K 10-Q Form 8-K
  Form 10-K Forms 10-Qs
               Annex D-1




---



##### Table of Contents



Annex D-2




---



##### Table of Contents



Annex D-3




---



##### Table of Contents



ANNEX E
  EXECUTION
    VERSION
  VOTING
    AGREEMENT
  VOTING AGREEMENT Agreement (Parent) Schedule 1 Shareholder Shareholders
  WITNESSETH:
  WHEREAS (Merger
    Subsidiary) Company Merger Agreement Merger
  WHEREAS (Company Common Stock) Schedule 1 Subject
    Shares
  WHEREAS
  NOW, THEREFORE
  Section Certain
    Definitions.
  Beneficially Own Beneficial Ownership Rule 13d-3 Exchange Act
  Section Representations
    and Warranties of Shareholder.
  Ownership and Power to Vote
    Shares. Schedule 1. Schedule 1 Schedule 1
 Annex E-1




---



##### Table of Contents



Sections 4 5 6 7
  Power; Binding Agreement.
  No Conflicts.
  No Encumbrance.
  No Finders Fees.
  Reliance.
  Section Disclosure. Form 8-K, Form S-4),
 Annex E-2




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##### Table of Contents



Section Transfer
    And Other Restrictions.
  No Solicitation; Other
    Offers. Representatives Section 4 Section 4.
  Certain Prohibited Transfers and
    Standstill.
     Annex E-3




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##### Table of Contents



Rule 14a-8
            Confidentiality. Confidential Information
  Covenants of Section 4 are Essential and
    Independent Covenants. Section 4
  Section Voting
    of the Company Common Stock.
 Annex E-4




---



##### Table of Contents



and/or
    Section Agreement
    not to Transfer; Additional Shares Subject to
    Agreement.
  Section Future
    Cooperation.
  Section Fiduciary
    Duties.
  Section Termination.
  Section Miscellaneous.
  Entire Agreement.
  New Shares. New Shares
  Successors and Assigns.
 Annex E-5




---



##### Table of Contents



Amendment and
    Modification. Section 9
  Notices.
    
    (305) 961-5613
    Schedule 1
    th    (305) 374-5095
    Severability.
  Specific Performance.
 Annex E-6




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##### Table of Contents



No Waiver.
  No Third Party
    Beneficiaries.
  Governing Law.
  Descriptive Heading.
  Expenses.
  Further Assurances.
  Counterparts.
  Waiver of Jury Trial.
  Venue. Section 10(e)
  [Remainder
    of this page intentionally left blank. Signature pages
    follow.]
 Annex E-7




---



##### Table of Contents



By:
    /s/  MICHAEL
    M. EARLEY    Annex E-8




---



##### Table of Contents



By:
    /s/  PHILLIP
    FROST, M.D.       By:
    /s/  PHILLIP
    FROST, M.D.    Annex E-9




---



##### Table of Contents



Schedule 1
  Shareholder Name

Shareholder Address

Shares of Company Common Stock

OptionsPhillip Frost, M.D.

4400 Biscayne Blvd.
    Miami, FL 33137

400,000 Shares of Company Common Stock

165,000 options to purchase shares of Company Common StockFrost Nevada Investments Trust

4400 Biscayne Blvd.
    Miami, FL 33137

819,313 Shares of Company Common Stock

0 options to purchase shares of Company Common StockFrost Gamma Investments Trust

4400 Biscayne Blvd.
    Miami, FL 33137

24,771,604 Shares of Company Common Stock

0 options to purchase shares of Company Common Stock  Annex E-10




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##### Table of Contents



ANNEX F
  Sections
    of the Florida Business Corporation Act
  607.1301
    Appraisal rights; definitions.
  607.1302 607.1333
  607.1302
    607.1322 607.1333
                    607.1302
    Right of shareholders to appraisal.
    607.1112 607.1103 607.1112 607.1103 607.1104
   Annex F-1




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##### Table of Contents



607.1202
                             Annex F-2




---



##### Table of Contents



1-year
  1-year
  1-year
    607.0832
     Annex F-3




---



##### Table of Contents



607.1303
    Assertion of rights by nominees and beneficial owners.
      607.1322
    607.1320
    Notice of appraisal rights. 
  607.1302 607.1301 607.1333
  607.1104 607.1322.
 Annex F-4




---



##### Table of Contents



607.1302 607.0704 607.1322.
  607.1321
    Notice of intent to demand payment.
  607.1302 607.0704
  607.1320
      607.1322
    Appraisal notice and form.
  607.1302 607.1321. 607.1104
                         Annex F-5




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##### Table of Contents



607.1323
      607.1301 607.1333.
  607.1323
    Perfection of rights; right to withdraw.
  607.1322 607.1322
  607.1322
    607.1324 Shareholders
    acceptance of corporations offer.
  607.1322
    607.1326
    Procedure if shareholder is dissatisfied with offer.
  607.1322 607.1322
  607.1322 607.1322
  607.1330
    Court action.
  607.1326
 Annex F-6




---



##### Table of Contents



60-day 607.1326
            607.1331
    Court costs and counsel fees.
      607.1320 607.1322
      607.1324
 Annex F-7




---



##### Table of Contents



607.1332
    Disposition of acquired shares.
    607.1333
    Limitation on corporate payment.
  607.06401.
       Annex F-8




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers.          Item 21.
    Exhibits
    and Financial Statement Schedules.    Item 22.
    Undertakings.     II-1




---



##### Table of Contents



II-2




---



##### Table of Contents



SIGNATURES
 
   
  METROPOLITAN HEALTH NETWORKS, INC.
  By:
    /s/  Michael
    M. Earley   Title:
    Chairman and Chief Executive Officer 
   
  Signature

Title*Michael
    Cahr

Director*Richard
    A. Franco, Sr.

Director*Casey
    Gunnell

Director*Arthur
    D. Kowaloff

Director*Mark
    Stolper

Director*John
    S. Watts, Jr.

Director/s/  Michael
    M. EarleyMichael
    M. Earley

Chairman of the Board and Chief Executive Officer 
    (Principal Executive Officer)*Robert
    J. Sabo

Chief Financial Officer 
    (Principal Financial and Accounting Officer)  
  *
    
    The undersigned, pursuant to a power of attorney, executed by
    each of the officers and directors above and filed with the SEC
    on July 11, 2011 on the signature page to Form S-4 and
    incorporated herein by reference, by signing his name hereto,
    does hereby sign and deliver this amendment to the registration
    statement on behalf of each of the persons noted above in the
    capacities indicated. 
 
  By:
    /s/  Michael
    M. Earley 
 
 
  
 II-3




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##### Table of Contents



EXHIBIT INDEX
  001-32361, 001-12115,
  
 Exhibit No.

Exhibit Description2
.1

Agreement and Plan of Merger, dated as of June 26, 2011, by
    and between Metropolitan and Continucare (incorporated by
    reference to Exhibit 2.1 of Metropolitans Current
    Report on Form 8-K filed with the SEC on June 27,
    2011).#3
.1

Articles of Incorporation of Metropolitan, as amended
    (incorporated by reference to Exhibit 4.1 of
    Metropolitans Registration Statement on Form 8-A12B
    filed with the SEC on November 19, 2004
    (No. 001-32361).3
.2

Amended and Restated Bylaws of Metropolitan (incorporated by
    reference to Exhibit 3.1 of Metropolitans Current
    Report on Form 8-K filed with the SEC on September 30,
    2004).5
.1

Opinion of Greenberg Traurig, P.A., regarding the validity of
    the Metropolitan common stock being registered herein.10
.1

Commitment Letter, dated as of June 26, 2011, by and among
    General Electric Capital Corporation, GE Capital Markets, Inc.
    and Metropolitan (incorporated by reference to Exhibit 10.1
    of Metropolitans Current Report on Form 8-K filed
    with the SEC on June 27, 2011).10
.2

Voting Agreement, dated as of June 26, 2011, by and among
    Metropolitan, Phillip Frost, M.D., Frost Nevada Investments
    Trust and Frost Gamma Investments Trust (incorporated by
    reference to Exhibit 10.2 of Metropolitans Current
    Report on Form 8-K filed with the SEC on June 27,
    2011).23
.1

Consent of Grant Thornton LLP, independent registered public
    accounting firm for Metropolitan.23
.2

Consent of Ernst & Young LLP, independent registered
    public accounting firm for Continucare.23
.3

Consent of Greenberg Traurig, P.A. (included in
    Exhibit 5.1).24
.1*

Power of Attorney of directors and certain executive officers of
    Metropolitan (previously included on signature page).99
.1*

Form of Proxy Card for Continucare Special Meeting.99
.2*

Consent of UBS Securities LLC.99
.3

Consent of Barrington Research Associates Inc.99
.4

Consent of Morgan Joseph TriArtisan LLC.  
    #
    
    Metropolitan agrees to furnish supplementally a copy of any
    omitted exhibits or schedules to the SEC upon request. 
  *
    
    Previously filed.