TRUMBULL, Conn., April 26 /PRNewswire-FirstCall/ -- Oxford Health Plans,
Inc. (NYSE: OHP) today announced it has reached a definitive agreement to
merge with UnitedHealthcare, a division of UnitedHealth Group (NYSE: UNH).
UnitedHealth Group is a diversified health services company providing products
and services to more than 55 million Americans.
"This merger joins together two highly complementary organizations,
combining the national brand prominence of United with Oxford's strong brand
and deep relationships in one of the country's key regional markets," said
Charles G. Berg, President and CEO of Oxford. "Oxford is well known for its
strong tri-state focus and expertise, comprehensive and innovative product
offerings and exceptional service reputation, making the Company a natural
strategic fit for United and its outstanding track record of leadership and
superb national platform. Our combination will expand business opportunities
for both of our companies and provide benefits for all of the people and
communities we serve.
"In addition, the merger will create a compelling health benefits solution
for companies, governmental entities, other payers, and individuals. As a
result, Oxford will be better situated to meet the needs of multi-location
workforces with a strong tri-state presence, ranging from the large
self-insured employers, such as Fortune 500 companies, to the rapidly growing
trend of multi-location small groups," Berg added.
"UnitedHealthcare will merge its local operations with our business,
making Oxford the regional center for the tri-state service area," Berg
concluded. "We will be able to take advantage of business synergies and a
wide range of opportunities for further growth in the marketplace. Today's
announcement creates an outstanding combination for employers, members,
physicians and other care providers, our employees and our shareholders and
will help further build the Oxford brand. It will provide benefits in the
short- and long-term for all involved."
"This merger creates an exciting opportunity for Oxford, its shareholders
and all those committed to delivering quality and affordable healthcare to the
people of the tri-state region," stated Kent Thiry, Chairman of Oxford. "By
joining with United, a national leader in healthcare, we will be able to
further enhance our range of product offerings and service to the
marketplace."
Upon completion of the merger, Oxford will operate as a wholly owned
subsidiary of UnitedHealthcare. Oxford will be headed by Charles G. Berg and
will maintain offices in Trumbull, CT. Oxford and its products will continue
to operate under the Oxford brand.
Completion of the merger, subject to regulatory approvals and approval by
Oxford shareholders, is expected during the fourth quarter of 2004. Under the
terms of the agreement, Oxford shareholders will receive UnitedHealth Group
stock at a fixed exchange ratio of 0.6357 shares for each Oxford share, plus
$16.17 per Oxford share in cash. The total consideration for the transaction
is a combination of approximately 54.7 million UnitedHealth Group shares and
$1.4 billion in cash, not including the effective benefit of Oxford's cash of
approximately $200 million in excess of debt and capital requirements.
Conference Call
Mr. Berg and other members of senior management from both companies will
further discuss the strategic and financial aspects of this combination in a
public conference call this afternoon. Details are as follows:
Time: 5:00 p.m. Eastern Standard Time
Domestic Dial-in: 800-515-2563
International Dial-in: 706-679-5262
Pass Code: None
Individuals who dial in will be asked to identify themselves and their
affiliations. Investors, analysts and the public are also invited to listen
to the conference call over the Internet by visiting our website at
http://www.oxfordhealth.com. To listen to this call live on the Internet,
visit the investor page of Oxford's web site at least 20 minutes early (to
download and install any necessary audio software). A replay will be
available beginning at 8:00 p.m. Eastern Daylight Time on April 26 until 12:00
a.m. Eastern Daylight Time on April 28. The replay can be accessed by dialing
800-642-1687 (domestic) or 706-645-9291 (international) and using pass code
7109024.
About Oxford Health Plans, Inc.
Founded in 1984, Oxford Health Plans, Inc. provides health plans to
employers and individuals primarily in New York, New Jersey and Connecticut,
through its direct sales force, independent insurance agents and brokers.
Oxford's commercial insured products and services include traditional health
maintenance organizations, preferred and exclusive provider organizations,
point-of-service plans and consumer-directed health plans. The Company also
offers Medicare plans and third-party administration of employer-funded
benefits plans. More information about Oxford Health Plans, Inc. is available
at http://www.oxfordhealth.com.
About UnitedHealth Group
UnitedHealth Group (http://www.unitedhealthgroup.com) is a diversified Fortune
100 company that provides a broad spectrum of resources and services to help
people achieve improved health and well-being through all stages of life.
UnitedHealth Group offers products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix. Through its family of businesses, UnitedHealth
Group serves more than 55 million individuals nationwide.
Important Merger Information
In connection with the proposed transactions, UnitedHealth Group and
Oxford intend to file relevant materials with the Securities and Exchange
Commission ("SEC"), including one or more registration statement(s) that
contain a prospectus and proxy statement. Because those documents will
contain important information, holders of Oxford common stock are urged to
read them, if and when they become available. When filed with the SEC, they
will be available for free (along with any other documents and reports filed
by UnitedHealth Group and Oxford with the SEC) at the SEC's website,
http://www.sec.gov, and Oxford stockholders will receive information at an
appropriate time on how to obtain transaction-related documents for free from
Oxford. Such documents are not currently available.
UnitedHealth Group and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the holders of Oxford
common stock in connection with the proposed transactions. Information about
the directors and executive officers of UnitedHealth Group is set forth in the
proxy statement for UnitedHealth Group's 2004 Annual Meeting of Stockholders,
which was filed with the SEC on April 9, 2004. Investors may obtain
additional information regarding the interest of such participants by reading
the prospectus and proxy solicitation statement if and when it becomes
available.
Oxford and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Oxford common
stock in connection with the proposed transactions. Information about the
directors and executive officers of Oxford and their ownership of Oxford
common stock is set forth in the proxy statement for Oxford's 2003 Annual
Meeting of Stockholders, which was filed with the SEC on April 2, 2003.
Investors may obtain additional information regarding the interests of such
participants by reading the prospectus and proxy solicitation statement if and
when it becomes available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements concerning
the merger, expansion of business opportunities, benefits of the merger,
business synergies, opportunities for growth, enhancement of product offerings
and service and other statements contained herein regarding matters that are
not historical facts, are forward-looking statements as defined in the
Securities Exchange Act of 1934; and because such statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to:
* Changes in federal or state regulation relating to health care and
health benefit plans.
* The state of the economy.
* Rising medical costs or higher utilization of medical services,
including higher out-of-network utilization under point-of-service plans
and new drugs and technologies.
* Competitive pressure on the pricing of the Company's products, including
acceptance of premium rate increases by the Company's commercial groups.
* Higher than expected administrative costs in operating the Company's
business and the cost and impact on service of changing technologies.
* The ability of the Company to maintain risk transfer, risk sharing,
incentive and other provider arrangements and the resolution of existing
and future disputes over the reconciliations and performance under such
arrangements.
* Any changes in the Company's estimates of its medical costs and expected
cost trends.
* The impact of future developments in various litigation matters and the
periodic examination, investigation and review of the Company by various
federal and state authorities.
* The Company's ability to renew existing members and attract new members.
* The Company's ability to develop processes and systems to support its
operations and any future growth and administer new health care benefit
designs.
* Any future acts or threats of terrorism or war.
* Those factors included in the discussion under the caption "Cautionary
Statement Regarding Forward-Looking Statements" in Part I, Item 1, of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 filed with the Securities and Exchange Commission.
SOURCE Oxford Health Plans, Inc.; UnitedHealth Group
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Related links:
http://www.oxfordhealth.com
Company News On-Call:
http://www.prnewswire.com/comp/104612.html
CONTACT:
Maria Gordon Shydlo, Oxford Health Plans,
Inc., +1-203-459-7674, mshydlo@oxfordhealth.com
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