Oxford Health Plans Announces Agreement to Merge With UnitedHealthcare
April 26 2004 - 5:38PM
PR Newswire (US)
Oxford Health Plans Announces Agreement to Merge With
UnitedHealthcare TRUMBULL, Conn., April 26 /PRNewswire-FirstCall/
-- Oxford Health Plans, Inc. today announced it has reached a
definitive agreement to merge with UnitedHealthcare, a division of
UnitedHealth Group . 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. DATASOURCE: Oxford Health Plans, Inc.; UnitedHealth
Group CONTACT: Maria Gordon Shydlo, Oxford Health Plans, Inc.,
+1-203-459-7674, Web site: http://www.oxfordhealth.com/ Company
News On-Call: http://www.prnewswire.com/comp/104612.html
Copyright
UnitedHealth (NYSE:UNH)
Historical Stock Chart
From Aug 2024 to Sep 2024
UnitedHealth (NYSE:UNH)
Historical Stock Chart
From Sep 2023 to Sep 2024