WellPoint and WellChoice Complete Merger
28 Décembre 2005 - 11:16PM
PR Newswire (US)
Newly Combined Company Expands Role in Creating Affordable Quality
Care INDIANAPOLIS, and NEW YORK, Dec. 28 /PRNewswire-FirstCall/ --
WellPoint, Inc. (NYSE:WLP) and WellChoice, Inc. (NYSE:WC) announced
the completion of their merger today. The companies' agreement to
merge was announced September 27, 2005. Under the terms of the
agreement, WellChoice stockholders will receive $38.25 in cash and
WellPoint stock at a fixed exchange ratio of .5191 of a share of
WellPoint stock for each share of WellChoice stock. The value of
the transaction as of September 26, 2005, was approximately $6.5
billion. "Our focus as a combined company is to become the most
trusted choice for consumers and a leader in affordable quality
care," said Larry C. Glasscock, chairman, president and chief
executive officer of WellPoint, Inc. "We will accomplish this
through continuous innovation and investment in our products and
services that enable consumers to make better informed health
decisions and through working collaboratively with health care
professionals in order to improve the safety and quality of care
patients receive." Michael Stocker, M.D., president and chief
executive officer of WellChoice, now serves as president and chief
executive officer of the newly formed East Region of WellPoint. He
has responsibility for business operations in New York,
Connecticut, Georgia, Maine, New Hampshire and Virginia. He will
also serve on WellPoint's Executive Leadership Team and report to
Glasscock. "The completion of this merger is very good news for all
of our constituencies as WellPoint is uniquely positioned to become
the most valued company in our industry," said Michael Stocker,
M.D., president and chief executive officer of WellPoint's East
Region. "Our objective, within the new East Region and across our
company, is to further build a highly customer- focused and
efficient organization, based upon our local market expertise and
our regional and enterprise best practices." WellPoint, Inc. now
serves approximately 34 million medical members through its Blue
Cross or Blue Cross and Blue Shield operations in 14 states and its
non-Blue branded operations in other states. The company now has
over 42,000 associates nationwide. John E. Zuccotti, who served on
the WellChoice Board of Directors, will now join the WellPoint
Board. Zuccotti is currently the Chairman of Brookfield Financial
Properties and Of Counsel at Weil, Gotshal & Manges LLP. A
significant portion of his career has been in public service roles
including serving as the First Deputy Mayor of the City of New York
under Mayor Abraham D. Beame. "We are delighted that John Zuccotti
will be joining the WellPoint Board. We look forward to benefiting
from his keen insights, deep track record of leadership and public
service experience," added Glasscock. WellPoint, Inc. expects
earnings in 2006 to reach approximately $4.51 per share.
Approximately $25 million in synergies are expected to be realized
in 2006 from the merger and at least $125 million in annual
synergies are expected to be realized beginning in 2010. This
transaction is expected to be neutral to 2006 earnings per share
and accretive thereafter. Further details on 2006 guidance
reflecting the impact of the WellChoice merger will be provided
during the company's fourth quarter earnings conference call. About
WellPoint, Inc. WellPoint, Inc. is the largest publicly traded
commercial health benefits company in terms of membership in the
United States. WellPoint, Inc. is an independent licensee of the
Blue Cross Blue Shield Association and serves its members as the
Blue Cross licensee for California; the Blue Cross and Blue Shield
licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky,
Maine, Missouri (excluding 30 counties in the Kansas City area),
Nevada, New Hampshire, New York (as Blue Cross Blue Shield in 10
New York City metropolitan counties and as Blue Cross, Blue Shield
or Blue Cross Blue Shield in selected upstate counties only), Ohio,
Virginia (excluding the Northern Virginia suburbs of Washington,
D.C.), Wisconsin; and through UniCare. Additional information about
WellPoint is available at http://www.wellpoint.com/. SAFE HARBOR
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 This filing contains certain forward-looking information about
WellPoint, Inc. ("WellPoint"), WellChoice, Inc. ("WellChoice") and
the combined company after completion of the transactions 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, financial
projections and estimates and their underlying assumptions;
statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements
regarding future performance. Such statements are subject to
certain risks and uncertainties, many of which are difficult to
predict and generally beyond the control of WellPoint and
WellChoice, 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 WellPoint (formerly Anthem, Inc.), WellPoint Health
Networks Inc. ("WellPoint Health") and WellChoice; trends in health
care costs and utilization rates; our ability to secure sufficient
premium rate increases; competitor pricing below market trends of
increasing costs; increased government regulation of health
benefits and managed care; significant acquisitions or divestitures
by major competitors; introduction and utilization of new
prescription drugs and technology; a downgrade in our financial
strength ratings; litigation targeted at health benefits companies;
our ability to contract with providers consistent with past
practice; other potential uses of cash in the future that present
attractive alternatives to share repurchases; our ability to
achieve expected synergies and operating efficiencies in the
WellPoint Health merger within the expected time-frames or at all
and to successfully integrate our operations; such integration may
be more difficult, time-consuming or costly than expected; revenues
following the transaction may be lower than expected; operating
costs, customer loss and business disruption, including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers, may be greater than
expected following the transaction; our ability to consummate
WellPoint's merger with WellChoice, to achieve expected synergies
and operating efficiencies in the merger within the expected
time-frames or at all, to meet expectations regarding repurchases
of shares of our common stock and to successfully integrate our
operations; such integration may be more difficult, time-consuming
or costly than expected; revenues following the transaction may be
lower than expected; operating costs, customer loss and business
disruption, including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction;
the regulatory approvals required for the transaction may not be
obtained on the terms expected or on the anticipated schedule; our
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction and the value of
the transaction consideration; future bio-terrorist activity or
other potential public health epidemics; and general economic
downturns. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date
hereof. Neither WellPoint nor WellChoice 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 WellPoint's and
WellChoice's various SEC reports, including but not limited to
Annual Reports on Form 10-K for the year ended December 31, 2004
and Quarterly Reports on Form 10-Q for the reporting periods of
2005. DATASOURCE: WellPoint, Inc. CONTACT: Investor Relations, Tami
Durle, +1-317-488-6390, or Media, Ed West, +1-317-488-6100, or
Deborah Loeb Bohren, +1-212-476-3552, both for WellPoint, Inc. Web
site: http://www.wellpoint.com/
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