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 Companies: UnitedHealth Group Incorporated (Commission File No. 1-10864)
Mid Atlantic Medical Services, Inc. (Commission File No.
1-13340)
Date: February 10, 2004
N E W S R E L E A S E
UNITEDHEALTH GROUP
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 TO COMPLETE ACQUISITION OF
MID ATLANTIC MEDICAL SERVICES, INC.
MINNEAPOLIS, MINNESOTA AND ROCKVILLE, MARYLAND (February 10, 2004) -
UnitedHealth Group (NYSE: UNH) announced today that it had received all
necessary approvals for its division, UnitedHealthcare, to complete its merger
with Mid Atlantic Medical Services, Inc (NYSE: MME). Mid Atlantic Medical
Services, Inc. (MAMSI) stockholders voted in favor of the transaction at their
stockholder meeting earlier today, and the companies will complete their merger
promptly at the close of business today.
Under the merger agreement, MAMSI stockholders will receive $18.00 in cash and
0.82 of a share of UnitedHealth Group common stock for each share of their MAMSI
common stock.
"We look forward to combining the resources of our companies to advance health
and well-being on behalf of employers, consumers and physicians in the mid
Atlantic region," stated Dr. Mark Groban, Chairman of the Board of Directors of
MAMSI. "We pledge to continue to provide the outstanding service, for which our
companies are recognized, to employers, consumers and physicians."
ABOUT THE COMPANIES
-------------------
UnitedHealth Group (www.unitedhealthgroup.com) is a diversified enterprise that
provides a full spectrum of resources and services to help people achieve
improved health and well-being through all stages of life. UnitedHealth Group is
organized into six major businesses: UnitedHealthcare, Uniprise, AmeriChoice,
Ovations, Specialized Care Services and Ingenix.
Mid Atlantic Medical Services (MAMSI) is a regional holding company whose
subsidiaries include: three health maintenance organizations, MD-Individual
Practice Association, Inc. (M.D. IPA), Optimum Choice, Inc. (OCI) and Optimum
Choice of the Carolinas, Inc. (OCCI); a preferred provider organization,
Alliance PPO, LLC; a life and health insurance company, MAMSI Life and Health
Insurance Company (MLH); a coordination of benefits company, Alliance Recovery
Services, LLC (ARS); and home care companies such as HomeCall, Inc., FirstCall,
Inc., and HomeCall Pharmaceutical Services, Inc.
IMPORTANT MERGER INFORMATION
----------------------------
In connection with the proposed transaction, UnitedHealth Group and MAMSI have
filed relevant materials with the Securities and Exchange Commission ("SEC"),
including a registration statement that contains a definitive proxy
statement/prospectus, which was filed on January 20, 2004. The definitive proxy
statement/prospectus has been sent to holders of MAMSI common stock. Holders of
MAMSI common stock are urged to read the definitive proxy statement/prospectus
and any other relevant materials filed by UnitedHealth Group or MAMSI with the
SEC because they contain, or will contain, important information about
UnitedHealth Group, MAMSI and the transaction. The definitive proxy
statement/prospectus is available for free (along with any other documents and
reports filed by UnitedHealth Group and MAMSI with the SEC) at the SEC's
website, www.sec.gov. In addition, you may obtain documents filed with the SEC
by MAMSI free of charge by requesting them in writing from Mid Atlantic Medical
Services, Inc., 4 Taft Court, Rockville, Maryland, 20850, Attention: Corporate
Secretary, or by telephone at (301) 762-8205. You may obtain documents filed
with the SEC by UnitedHealth Group free of charge by requesting them in writing
from UnitedHealth Group Incorporated, UnitedHealth Group Center, 9900 Bren Road
East, Minnetonka, Minnesota 55343, Attention: Corporate Secretary, or by
telephone at (952) 936-1300.
MAMSI and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the holders of MAMSI common stock in
connection with the proposed transaction. Information about the ownership of
MAMSI common stock by directors and executive officers of MAMSI, as well as
additional information regarding the interests of such participants, is set
forth in the definitive proxy statement/prospectus.
UnitedHealth Group and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of MAMSI common
stock in connection with the proposed transaction. Information about the
directors and executive officers of UnitedHealth Group, as well as additional
information regarding the interests of such participants, is set forth in the
definitive proxy statement/prospectus.
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 document 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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