Filed by PacifiCare Health Systems, Inc. |
Subject Company: PacifiCare Health Systems, Inc. |
[Following is a presentation given by Brad Bowlus, President and Chief Executive Officer of PacifiCare Health Plan Divisions, on August 4, 2005 to certain employees of PacifiCare Health Systems, Inc.] |
PacifiCare – United Merger
Overview
Brad Bowlus
President & CEO
PacifiCare Health Plan Division
PHS Legacy Markets
2005 Markets - Post Acquisitions
PHS Non-Legacy Markets
Merger Overview
PacifiCare Pre-Merger
A Fortune 200 company with
$15 billion revenue
2.6 million Commercial lives
766 thousand Senior lives
(Approx.)
Merger Overview
United Pre-Merger
UHC
UHC Alliance
Alliance Overlap
A Fortune 40 company with
$45 billion revenue
21.7 million covered commercial
lives – 11.1 million through UHC
355 thousand Medicare lives
1.3 million Medicaid lives
(Approx.)
PacifiCare & UHC
UHC Alliance
Alliance Overlap
Merger Overview
PacifiCare & United Combined
A Fortune 20 company with:
$60 billion revenue
65 million unique customers
24.3 million covered commercial
lives
13.7 million through UHC
1.1 million Medicare lives
1.3 million Medicaid lives
(Approx.)
Merger Overview
Commercial Consumers Served – Approx.
PacifiCare
UnitedHealth Group
Total Combined
California
1,475,000
1,000,000
2,475,000
Texas/Oklahoma
220,000
2,380,000
2,600,000
Colorado
220,000
535,000
755,000
Arizona
175,000
660,000
835,000
Washington
65,000
220,000
285,000
Oregon
55,000
110,000
165,000
Nevada
50,000
95,000
145,000
Illinois
45,000
910,000
955,000
Michigan
45,000
265,000
310,000
Florida
35,000
1,695,000
1,730,000
Kansas/Missouri
30,000
920,000
950,000
North/South Carolina
20,000
930,000
950,000
Pennsylvania
20,000
300,000
320,000
Wisconsin
15,000
740,000
755,000
Indiana
15,000
360,000
375,000
Tennessee/Kentucky
10,000
670,000
680,000
Georgia
10,000
645,000
655,000
Maryland/DC/Virginia
5,000
1,485,000
1,490,000
Ohio
5,000
1,220,000
1,225,000
Gulf States
5,000
710,000
715,000
Nebraska
5,000
200,000
205,000
New York
-
2,790,000
2,790,000
New Jersey
-
960,000
960,000
New England
-
460,000
460,000
Connecticut
-
340,000
340,000
All Other
85,000
1,095,000
1,180,000
2,610,000
21,695,000
24,305,000
Note <1>:
UnitedHealthCare
And Uniprise
Note <1>
UnitedHealth Group
PacifiCare
Commercial
Secure
Specialty
Other
UnitedHealthcare; Uniprise
Ovations
Specialized Care Services
AmeriChoice; Ingenix
Merger Overview
Line of Business Alignment – We Are Structurally Much the Same
We differ slightly as we get to LOB definition and United’s
emphasis on the role of geography
Much of difference is due to operating scale
United does not mix individual and small group
The majority of our difference comes at the functional level
and how we align direct vs. matrixed responsibilities
Merger Overview
Integration Focused on Key Strengths & Merger Benefits
PacifiCare
UnitedHealth Group
High quality consumer health
organization
Strong regional networks,
particularly in California
Focused product leadership
Exceptional marketer to seniors
Leading California and Medicare
brands
High quality national health and
well-being company
Strong national network
Leading administrative and technical
capabilities
Comprehensive consumer health
and ancillary products
Leading national brand
Enhanced products and service offerings (consumer solutions)
Access to new market segments (multi-site)
Improved access and affordability for consumers
Improved marketing and service capabilities
Expanded opportunities for the combined companies
The integration will focus on leveraging key strengths of both
organizations and achieving the intended benefits.
Significant opportunity for growth
Stronger nationwide presence/recognition
Collectively cover all four corners of mainland USA
Improved national network of physicians, health
professionals and hospitals, paving the way for increased
customer value
Technological excellence:
Improved internet capabilities
Electronic ID cards
Payment cards
Best of class CRM
Merger Overview
What Does The Merger Mean
Q & A
Thank You
Additional Information about the
Acquisition and where to find it
In connection with the proposed merger (the "Merger") of PacifiCare Health
Systems, Inc. and UnitedHealth Group Incorporated and the other transactions
contemplated by the Agreement and Plan of Merger between PacifiCare,
UnitedHealth and Point Acquisition LLC, dated as of July 6, 2005 (the "Merger
Agreement"), PacifiCare intends to file relevant materials with the Securities and
Exchange Commission (the "SEC"), including one or more registration
statement(s) on Form S-4 that will contain a prospectus and a proxy statement.
BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION, INVESTORS AND HOLDERS OF PACIFICARE COMMON
STOCK ARE URGED TO READ THEM, IF AND WHEN THEY BECOME
AVAILABLE. When filed with the SEC, they will be available for free (along with
other documents and reports filed by PacifiCare with the SEC) at the SEC's
website, http://www.sec.gov. In addition, investors and PacifiCare stockholders
may obtain free copies of the documents filed with the SEC by PacifiCare by a
written request to PacifiCare Health Systems, Inc., 5995 Plaza Drive, Cypress,
CA 90630, Attention: Investor Relations.
Participants in the Solicitation
PacifiCare and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of PacifiCare
common stock in connection with the transactions contemplated by the
Merger Agreement. Information about the directors and executive officers of
PacifiCare is set forth in the proxy statement for PacifiCare's Annual Meeting
of Stockholders, which was filed with the SEC on April 13, 2005. Investors
may obtain additional information regarding the interests of such participants
in the Merger and the other transactions contemplated by the Merger
Agreement by reading the prospectus and proxy solicitation statement if and
when they become available.
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,” “could,” “may,” “project,” “will” and variations thereof or similar
expressions identify forward-looking statements, which generally are not historical in nature. These
forward-looking statements are based on current expectations and projections about future events. By
their nature, forward-looking statements are not guarantees of future performance or results and are
subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual
results may differ materially from our historical experience and our present expectations or projections.
These risks and uncertainties include, among others, our ability to consummate the Merger with
UnitedHealth, to achieve expected synergies and operating efficiencies in the 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 Merger 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 Merger; the regulatory approvals required to complete the Merger may not
be obtained on the terms expected or on the anticipated schedule; our ability to meet expectations
regarding the timing, completion and tax treatment of the Merger and the value of the merger
consideration; and those risks and uncertainties found in our filings and 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.