VIRGINIA BEACH, Va.,
Oct. 4, 2012 /PRNewswire/
-- Amerigroup Corporation (NYSE: AGP) announced today that
Institutional Shareholder Services Inc. (ISS), a provider of
corporate governance and proxy voting services, and Glass Lewis
& Co., an independent, governance analysis and proxy voting
firm, have both recommended that Amerigroup stockholders vote "FOR"
adoption of the merger agreement pursuant to which Amerigroup will
be acquired by WellPoint, Inc. (NYSE: WLP). In the
transaction, Amerigroup stockholders will receive $92.00 per share in cash.
The stockholder vote on the merger is scheduled for October 23, 2012.
Stockholders who have questions or require assistance in voting
their shares should contact Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902 at (800)
607-0088.
Tennessee Approval
On October 2, 2012, the State
of Tennessee Department of Commerce and Insurance approved the plan
of acquisition filed by WellPoint in connection with WellPoint's
acquisition of Amerigroup.
Amerigroup Third Quarter Earnings
Due to the pending acquisition by WellPoint, Inc.,
Amerigroup will not issue a press release or host a conference call
in connection with its results for the third quarter ending
September 30, 2012. The Company
will file a Form 10-Q with the Securities and Exchange
Commission.
About Amerigroup Corporation
Amerigroup, a Fortune 500 Company, coordinates services for
individuals in publicly funded health care programs. Currently
serving more than 2.7 million members in 13 states nationwide,
Amerigroup expects to expand operations to its 14th state,
Kansas, as a result of previously
awarded state contract. Amerigroup is dedicated to offering real
solutions that improve health care access and quality for its
members, while proactively working to reduce the overall cost of
care to taxpayers. Amerigroup accepts all eligible people
regardless of age, sex, race or disability. For more information,
please visit www.amerigroup.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain "forward-looking"
statements as that term is defined by Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements that are predictive in nature,
that depend on or relate to future events or conditions, or that
include words such as "believes", "anticipates", "expects", "may",
"will", "should", "estimates", "intends", "plans" and other similar
expressions are forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties that
may cause our actual results in future periods to differ materially
from those projected or contemplated in the forward-looking
statements as a result of, but not limited to, the following
factors: the failure to obtain regulatory approval or consummate
the sale of Amerigroup Virginia, Inc., the failure to receive, on a
timely basis or otherwise, the required approvals by Amerigroup's
stockholders and government or regulatory agencies related to its
transaction with WellPoint; the risk that a condition to closing of
the proposed transaction may not be satisfied; Amerigroup's and
WellPoint's ability to consummate the merger; the failure by
WellPoint to obtain the necessary debt financing arrangements set
forth in the commitment letter received in connection with the
merger; operating costs and business disruption may be greater than
expected; the ability of Amerigroup to retain and hire key
personnel and maintain relationships with providers or other
business partners pending the consummation of the transaction; and
the impact of legislative, regulatory and competitive changes and
other risk factors relating to the industries in which Amerigroup
and WellPoint operate, as detailed from time to time in each of
Amerigroup's and WellPoint's reports filed with the Securities and
Exchange Commission (the "SEC"). There can be no assurance that the
proposed transaction will in fact be consummated.
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found under Item 1.A in Amerigroup's Annual
Report on Form 10-K for the fiscal year ended December 31, 2011, and Item 1.A in Amerigroup's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as amended. Amerigroup cautions
that the foregoing list of important factors that may affect future
results is not exhaustive. When relying on forward-looking
statements to make decisions with respect to the proposed
transaction, stockholders and others should carefully consider the
foregoing factors and other uncertainties and potential events. All
subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters attributable to
Amerigroup or any other person acting on their behalf are expressly
qualified in their entirety by the cautionary statements referenced
above. The forward-looking statements contained herein speak only
as of the date of this communication. Amerigroup undertakes no
obligation to update or revise any forward-looking statements for
any reason, even if new information becomes available or other
events occur in the future, except as may be required by law.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving Amerigroup and WellPoint. The proposed
transaction will be submitted to the stockholders of Amerigroup for
their consideration. In connection with the proposed transaction,
Amerigroup filed a definitive proxy statement and supplement to the
definitive proxy statement with the SEC on August 30, 2012 and October 3, 2012, respectively. Amerigroup and
WellPoint may file with the SEC other documents regarding the
proposed transaction. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION IN THEIR ENTIRETY AND TO
READ ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy
statement was mailed to Amerigroup's stockholders beginning on or
about August 31, 2012. The supplement
to the definitive proxy statement will be mailed to Amerigroup's
stockholders beginning on or about October
4, 2012. You may obtain copies of all documents filed
with the SEC concerning the proposed transaction, free of charge,
at the SEC's website at www.sec.gov. In addition, stockholders may
obtain free copies of the documents filed with the SEC by
Amerigroup by going to Amerigroup's Investor Relations website page
by clicking the "Investors" link at www.amerigroup.com or by
sending a written request to Amerigroup's Secretary at Amerigroup
Corporation, 4425 Corporation Lane, Virginia Beach, Virginia 23462, or by calling
the Secretary at (757) 490-6900.
Interests of Participants
Amerigroup and WellPoint and each of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Amerigroup
in connection with the proposed transaction. Information regarding
Amerigroup's directors and executive officers is set forth in
Amerigroup's proxy statement for its 2012 annual meeting of
stockholders and its Annual Report on Form 10-K for the fiscal year
ended December 31, 2011, which were
filed with the SEC on April 27, 2012
and February 24, 2012, respectively.
Information regarding WellPoint's directors and executive officers
is set forth in WellPoint's proxy statement for its 2012 annual
meeting of shareholders and its Annual Report on Form 10-K for the
fiscal year ended December 31, 2011,
which were filed with the SEC on April 2,
2012 and February 22, 2012,
respectively. Additional information regarding persons who may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction is contained in the definitive proxy
statement and supplement to the definitive proxy statement filed by
Amerigroup with the SEC on August 30,
2012 and October 3, 2012,
respectively.
SOURCE Amerigroup Corporation