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Oxford Stockholders Approve Merger With UnitedHealth Group

    TRUMBULL, Conn., July 7 /PRNewswire-FirstCall/ -- Oxford Health Plans
(NYSE: OHP) today announced that its stockholders have approved the adoption
of the merger agreement between UnitedHealth Group and Oxford Health Plans
pursuant to which Oxford Health Plans intends to merge with UnitedHealthcare,
a division of UnitedHealth Group (NYSE: UNH).
    At the closing of the transaction, Oxford stockholders will receive 0.6357
shares of UnitedHealth Group stock and $16.17 in cash for each share of Oxford
common stock.  Completion of the merger is subject to receipt of regulatory
approvals and satisfaction of other customary conditions.

    About the companies:
    Founded in 1984, Oxford Health Plans, Inc. provides health plans to
employers and individuals primarily in New York, New Jersey and Connecticut,
through its 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 a
variety of 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.
    UnitedHealth Group is a diversified Fortune 100 company headquartered in
Minneapolis, Minn. 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 approximately 55 million individuals nationwide.  Its Internet
address is http://www.unitedhealthgroup.com.

    Cautionary Statement Regarding Forward-Looking Statements
    This communication contains certain forward-looking information about
Oxford Health Plans, Inc. ("Oxford"), UnitedHealth Group Incorporated
("UnitedHealth Group") and the combined company that are intended to be
covered by the safe harbor for "forward-looking statements" provided by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are statements that are not historical facts. Words such as "expect(s),"
"feel(s)," "believe(s)," "will," "may," "anticipate(s)" and similar
expressions are intended to identify forward-looking statements. These
statements include, but are not limited to, statements regarding plans,
objectives and expectations with respect to the consummation of the proposed
transaction, are subject to certain risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Oxford and
UnitedHealth Group, that could cause actual results to differ materially from
those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include: those
discussed and identified in public filings with the U.S. Securities and
Exchange Commission ("SEC") made by Oxford and UnitedHealth Group; the
regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; the parties' ability to meet
expectations regarding the timing, completion and accounting and tax
treatments of the transaction and the value of the transaction consideration;
changes in federal or state regulation relating to health care and health
benefit plans; the state of the economy; and any future acts or threats of
terrorism or war. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Neither
Oxford nor UnitedHealth Group undertakes any obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures in the
definitive proxy statement/prospectus contained in the registration statement
on Form S-4 filed by UnitedHealth Group on June 14, 2004.


SOURCE Oxford Health Plans




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Related links:
  • http://www.oxfordhealth.com
  • http://www.unitedhealthgroup.com
    CONTACT:
    Investors, Gary Frazier, +1-203-459-7331, or
    Jon Green, +1-203-459-6674, or Media, Maria Gordon Shydlo,
    +1-203-459-7674