United Health to buy John Deere Health Care for $500mm

WellPoint buys WellChoice for $6.5 billion

UICI to go private

UnitedHealth to acquire PacifiCare for $8.1 billion

Anthem-WellPoint merger closes

Health benefits company buys New York health insurer

• Target is parent of Empire Blue Cross Blue Shield

• Largest health insurer in New York State

• Buyer is also a Blue Plan provider

• $77.23 per share, at announcement

• $38.25 cash, plus 0.5191 WellPoint share
• 9.4% premium to prior close
• $6.5 billion total

• WellPoint stock chart

• New York Public Asset Fund has agreed to vote in favor

• Holds 62% of target's shares

Advisors

Announced 9.27.05

Closed 12.28.05

Proxy solicitation

Agreements

Employee matters

Private equity consortium to buy health insurer

• For $37 per share

• UICI stock chart

• Buyout group to invest $1 billion

• Blackstone Group
• Goldman Sachs Capital Partners
• DLJ Merchant Banking Partners

• Management and employees to invest $125 million

Advisors

Announced 9.15.05

Agreements

Proxy solicitation

$8.1 billion managed care merger

• 1.1 UNH shares plus $21.50, per PHS share
• 73% equity - 27% cash
• Forward triangular merger
• UNH stock price
• Background
• Payout to PacifiCare executives is being criticized

• California state treasurer (9.16.05)
• CalPers

Advisors

Announced 7.06.05

Closed 12.27.05

Agreements

Proxy solicitation

Interim Communications

Creates leading health benefits company

• Nearly a merger of equals
• Anthem renamed "Wellpoint, Inc."

• Pro forma ownership: 47% Anthem - 53% WellPoint
• Board representation: 60% Anthem - 40% WellPoint

• $101.06 per WellPoint share, at announcement

• $23.80 cash, plus 1.0 Anthem share
• 24% cash - 76% stock

• Background
• Payout to target management was criticized

• Including by California Dept of Managed Health Care

Announced 10.27.03

Closed 11.30.04

California Department of Managed Health Care

Proxy solicitation

Agreements

Industries