UnitedHealth Group (NYSE: UNH) and Amil Participações S.A. (BM&FBOVESPA: AMIL3) announced today that the companies have begun the final phase of the steps required to complete their combination. UnitedHealth Group (via an owned and controlled Brazilian affiliated entity) has commenced an offer to purchase the remaining public Amil shares at the previously designated price of R$30.75 per share, plus interest applicable under Brazilian law.
The offer will remain open until April 23, 2013 and all consenting shares registered with a brokerage firm authorized to operate in the Bovespa on or prior to April 22, 2013 will be purchased. After completion of the tender offer, Amil intends to deregister as a public company and delist its shares from the Novo Mercado segment of the BM&FBOVESPA, subject to the satisfaction of certain requirements under Brazilian law.
Regulatory approval of the initial acquisition was granted by the Brazilian Healthcare Regulatory Agency, ANS, on October 22, 2012. UnitedHealth Group previously purchased approximately 65 percent of Amil’s outstanding shares from controlling shareholders, management and in the open market.
Amil is Brazil’s largest health care company, providing health and dental benefits, hospital and clinical services, and advanced care management resources to more than five million people. Outside the United States, Brazil is the largest and fastest growing private health care market in the Americas. UnitedHealth Group is the leading health benefits and services company in the United States and a leader in innovative approaches to improving consumer health and advancing the health care system.
Combining Amil, the market leader in Brazil, serving a rapidly expanding market of nearly 200 million people, with UnitedHealth Group’s diversified and deep experiences and capabilities is expected to create a compelling growth and value creation opportunity for the combined enterprises. Specifically, this combination creates a new growth platform for UnitedHealth Group’s benefits and services companies and enables Amil to bring advanced technology, a tradition of consumer-focused innovation, modern service and clinical programs to further advance health care in Brazil.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any Amil shares. The tender offer is being made solely pursuant to a Notice of Unified Tender Offer and related documents, copies of which are available on Amil’s website at www.amilpar.com.br/ir. The tender offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction.
Amil Participações S.A. is the largest healthcare organization in Brazil, according to the Brazilian managed care regulator (ANS), currently assisting more than 5 million people in the states of São Paulo, Rio de Janeiro, Paraná, Minas Gerais, Pernambuco, Bahia, Rio Grande do Norte and the Distrito Federal. The Company has the largest provider network in the country, including over 44,000 physicians; 3,300 hospitals; 11,000 outpatient facilities; and 12,000 laboratories and diagnostic imaging centers. Amil also owns one of the largest private hospital networks in Brazil, with 22 hospitals and 2 others under construction. Amil, which began its activities in 1978, offers a wide range of healthcare and dental plans for small, medium and large companies, as well as plans for individuals from all income segments, offering its members access to carefully selected healthcare service providers.
About UnitedHealth Group
UnitedHealth Group (NYSE: UNH) is a diversified health and well-being company dedicated to helping people live healthier lives and making health care work better. With headquarters in Minnetonka, Minnesota, UnitedHealth Group offers a broad spectrum of products and services through two business platforms: UnitedHealthcare, which provides health care coverage and benefits services; and Optum, which provides information and technology-enabled health services. Through its businesses, UnitedHealth Group serves more than 80 million people worldwide. For more information, visit UnitedHealth Group at www.unitedhealthgroup.com.
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This press release may contain statements, estimates, projections, guidance or outlook that constitute “forward-looking” statements as defined under U.S. federal securities laws. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “should” and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain factors, including potential failure to receive anticipated benefits of the Amil acquisition.