Filed by UnitedHealth Group Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Oxford Health Plans, Inc.
Commission File No. 001-16437
N E W S R E L E A S E
[UnitedHealth Group Logo]
Contact: John Penshorn
Director of Capital Markets
Communications & Strategy
952-936-7214
Mark Lindsay
Director of Public
Communications & Strategy
952-992-4297
(For Immediate Release)
UNITEDHEALTH GROUP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
OXFORD HEALTH PLANS, INC.
o Expands and Enhances Customer Products and Services
o Strengthens Position in Significant Growth Markets
o Improves Affordability Through Cost Efficiencies and Technology
o Transaction Immediately Additive to 2005 Earnings Per Share
Minneapolis, Minnesota (April 26, 2004) - UnitedHealth Group (NYSE: UNH) and
Oxford Health Plans, Inc. (Oxford) (NYSE: OHP) announced today that they have
signed a definitive agreement under which UnitedHealthcare, a wholly owned
subsidiary, will merge with Oxford. Oxford serves and provides health care and
benefit services for approximately 1.5 million people, principally in New York
City, northern New Jersey and southern Connecticut.
Completion of the acquisition, subject to regulatory approvals, approval by
Oxford shareholders and other customary conditions, 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 in cash per Oxford share. The total
consideration for the transaction is a combination of approximately 54.7
million 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. This mix of equity and cash preserves the current balanced
capital structure of UnitedHealth Group.
UnitedHealth Group Chairman and CEO William W. McGuire, MD, commented that
"this business combination provides the basis for significantly advancing the
breadth and quality of health care services available to people in the
tri-state region, and seeks to enhance our ability to work effectively and
efficiently with key physicians and care providers within this large and
diverse community. Those advances should produce greater access and
affordability." McGuire added that "this merger with Oxford brings together
their exceptionally focused local capabilities and UnitedHealth Group's
national access, specialized centers of excellence Premium Networks,
market-leading technologies and data sources, diverse specialized products and
services, and unique offerings to seniors. The combined companies will have
the scale and resources to more fully advance services on behalf of the broad
client base within the tri-state area, as well as their related business
affiliates across the country."
"This merger will enhance our capabilities, strengthen our product offerings
and build on the leadership of the Oxford brand in the tri-state region, said
Charles Berg, president and CEO of Oxford. "The joining together of our two
highly complementary organizations will provide important benefits to the
people and communities we serve and allow us to leverage important new
business opportunities. The combination will diversify our customer portfolio
and enable us to better address the needs of consumers, our care providers and
other key constituencies by offering enhanced flexibility, efficiencies and
service. The key to Oxford's success has always been our exceptional people
and relationships, and we are excited about expanding our ability to deliver
quality and affordable health care in the tri-state area."
Robert Sheehy, UnitedHealthcare CEO, stated, "Oxford's brand and reputation
will significantly expand our presence in the northeastern markets. We will
retain the Oxford brand and operations, and the combined tri-state business
will continue under the leadership of Chuck Berg. We have immense respect for
Oxford management and employees, the company they have become, and the quality
of services they provide to this important marketplace. All of us look toward
a future built around growth through superior products, high quality services
and greater affordability."
Tracy Bahl, CEO of Uniprise, UnitedHealth Group's business dedicated to
serving large, multisite employers, added that "we look forward to bringing
the unique health system access that Oxford offers to the 43 large, multisite,
employers based in the tri-state area that we currently serve, as well as the
opportunity to present our joint capabilities to the nearly 50 Fortune 500
employers headquartered in the region and with whom we have no current
relationship. In addition, we are excited about presenting our combined
resources and capabilities to the many large employers that are headquartered
elsewhere and have significant employment bases in the tri-state area."
UnitedHealth Group anticipates the acquisition will be immediately accretive
to earnings per share upon closing, adding earnings at an annual rate of $0.16
per share, excluding first year operational synergies of at least $80 million
to $100 million. The earnings from accretion and operational synergy will be
additive to the UnitedHealth Group current expectation of 15 percent or
greater growth in earnings per share in 2005 and will be included in the
Company's forward financial projections after the transaction is closed.
Conference Call
---------------
Dr. McGuire, Charles Berg, and 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 Daylight Time
Domestic Dial-in: 800-515-2563
International Dial-in: 706-679-5262
Pass Code: None
The conference call meeting will be broadcast live on UnitedHealth Group's Web
site at www.unitedhealthgroup.com. A replay will be available beginning at
8:00 pm Eastern Daylight Time on April 26 until 12:00 am 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 UnitedHealth Group
------------------------
UnitedHealth Group (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.
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 www.oxfordhealth.com.
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 Web site, 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.
Forward-Looking Statements
--------------------------
This news release may contain statements, estimates or projections that
constitute "forward-looking" statements as defined under U.S. federal
securities laws. Generally the words "believe," "expect," "intend,"
"estimate," "anticipate," "project," "will" and similar expressions identify
forward-looking statements, which generally are not historical in nature. By
their nature, forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from our
historical experience and our present expectations or projections. A list and
description of some of the risks and uncertainties can be found in our reports
filed with the Securities and Exchange Commission from time to time, including
our annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Except to the
extent otherwise required by federal securities laws, we do not undertake to
publicly update or revise any forward-looking statements.
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