Amerigroup Announces Stockholder Approval of Merger Agreement with
WellPoint, Inc.
VIRGINIA BEACH, Va.,
Oct. 23, 2012 /PRNewswire/
-- Amerigroup Corporation (NYSE: AGP) announced that its
stockholders voted at a special meeting of stockholders held
earlier today to approve the adoption of the merger agreement,
dated as of July 9, 2012, providing
for the acquisition of Amerigroup by WellPoint, Inc.
Of the shares voting at today's special meeting of stockholders,
99.94% voted in favor of the adoption of the merger agreement,
which represented approximately 80% of Amerigroup's total
outstanding shares of common stock as of the August 27, 2012 record date. A quorum of
approximately 80% of Amerigroup's total outstanding shares of
common stock as of the August 27,
2012 record date voted at the special meeting.
The closing of the Amerigroup and WellPoint merger is subject to
certain regulatory approvals and customary closing conditions and
is expected to occur during the fourth quarter of 2012.
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 a 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 receive,
on a timely basis or otherwise, the required approvals by
government or regulatory agencies related to Amerigroup's
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.
CONTACTS:
|
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Investors: Julie Loftus Trudell
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News
Media: Maureen C. McDonnell
|
Amerigroup
Corporation
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Amerigroup
Corporation
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Senior
Vice President, Investor Relations
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Vice
President, External Communications
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(757)
321-3597
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(757)
473-2731
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julie.trudell@amerigroup.com
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maureen.mcdonnell@amerigroup.com
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SOURCE Amerigroup Corporation