Filed by Cobalt Corporation
pursuant to Rule 425 of the Securities
Act of 1933 and deemed filed pursuant
to Rule 14a-6 of the Securities
Exchange Act of 1934
Subject Company: Cobalt Corporation
Commission File No.: 1-14177
Certain statements contained in this filing contain forward-looking
statements. Actual results could differ materially due to, among other things,
operational and other difficulties associated with integrating acquired
businesses, nonacceptance of managed care coverage, business conditions and
competition among managed care companies, rising health care costs, trends in
medical loss ratios, health care reform, delays in receipt of regulatory
approvals for pending transactions and other regulatory issues. Additional risk
factors are listed from time to time in Cobalt's and WellPoint's various SEC
reports, including, but not limited to, Cobalt's and WellPoint's respective
Annual Reports on Form 10-K for the year ended December 31, 2002.
This filing may be deemed to be solicitation material with respect to the
proposed transaction between Cobalt Corporation and WellPoint Health Networks
Inc. In connection with the proposed transaction, WellPoint has filed with the
SEC a final proxy statement/prospectus, dated August 22, 2003, regarding the
proposed transaction. The final proxy statement/prospectus has been sent to the
stockholders of Cobalt seeking their approval of the proposed transaction.
Stockholders of Cobalt are encouraged to read the final proxy
statement/prospectus because it contains important information about the
proposed transaction. The final proxy statement/prospectus and all other
documents filed or to be filed by Cobalt or WellPoint with the SEC are available
for free both on the SEC's web site (www.sec.gov) and from Cobalt's and
WellPoint's respective corporate secretaries. Cobalt and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies with respect to the proposed transaction. Information regarding the
interests of Cobalt's directors and executive officers is included in the final
proxy statement/prospectus.
FOR IMMEDIATE RELEASE September 19, 2003
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WellPoint Contacts: Cobalt Contacts:
Investors: John Cygul (805) 557-6789 Investors: Cindy Klimstra (414) 226-6973
Media: Ken Ferber (805) 557-6794 Media: Jill Becher (414) 226-5413
WELLPOINT HEALTH NETWORKS AND
COBALT CORPORATION RECEIVE APPROVAL OF
WISCONSIN OFFICE OF COMMISSIONER OF INSURANCE AND
BLUE CROSS BLUE SHIELD ASSOCIATION
THOUSAND OAKS, CA and MILWAUKEE, WI - WellPoint Health Networks Inc. (NYSE:WLP)
and Cobalt Corporation (NYSE:CBZ) today announced that the Wisconsin Office of
the Commissioner of Insurance (the "OCI") has issued an order approving their
proposed merger. Approval has also been received from the Blue Cross Blue Shield
Association in Chicago.
Under the Merger Agreement signed by the two companies in June 2003, and under
Wisconsin State law, approval of the OCI is a condition to completion of the
transaction. In addition, among other approvals, the stockholders of Cobalt must
approve the transaction. The Wisconsin United for Health Foundation, Inc. which
currently holds approximately 60% of the outstanding common stock of Cobalt, has
agreed to vote its shares in favor of the transaction. A stockholders' meeting
to approve the transaction is scheduled for September 23, 2003. WellPoint and
Cobalt intend to complete the transaction as soon as possible after receipt of
all necessary approvals. The companies currently expect to close the transaction
by the early fourth quarter of 2003.
"We are pleased with the thorough review process undertaken by the Office of the
Commissioner of Insurance and we are obviously pleased with the approval
decision," said Stephen Bablitch, chairman and CEO of Cobalt Corporation.
"WellPoint believes the Wisconsin Office of the Commissioner of Insurance and
Commissioner Jorge Gomez undertook and completed a careful and fair review of
the transaction," said Leonard D. Schaeffer, chairman and CEO of WellPoint. "We
want to express our gratitude to the Blue Cross Blue Shield Association for its
approval of this merger which will strengthen the Blue brand in Wisconsin."
WellPoint Health Networks Inc. serves the health care needs of more than 13.3
million medical members and more than 49 million specialty members nationwide
through Blue Cross of California, Blue Cross and Blue Shield of Georgia, Blue
Cross and Blue Shield of Missouri, HealthLink and UNICARE. WellPoint may be
found on the web at www.wellpoint.com. Blue Cross of California, Blue Cross and
Blue Shield of Georgia, and Blue Cross and Blue Shield of Missouri, are
independent licensees of the Blue Cross Blue Shield Association.
Cobalt Corporation is an independent licensee of the BlueCross BlueShield
Association, and holds the exclusive license to use the Blue Cross and Blue
Shield names and marks in the state of Wisconsin. Cobalt is one of four publicly
traded Blue Cross and Blue Shield companies. Headquartered in Milwaukee, Wis.,
Cobalt Corporation offers a diverse portfolio of complementary insurance,
managed care products and administrative services to employer, individual,
insurer and government customers. For more information, visit the website at
www.cobaltcorporation.com.
Cautionary Statement: Certain statements contained in this release are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results could differ materially due to, among other
things, operational and other difficulties associated with integrating acquired
businesses, general business conditions, competition among managed care
companies, rising health care costs, trends in medical care ratios, health care
reform and other regulatory issues. Additional risk factors are listed from time
to time in WellPoint's various reports filed with the SEC, including, but not
limited to, its annual report on Form 10-K for the year ended December 31, 2002.
This press release may be deemed to be solicitation material with respect to the
proposed transaction between Cobalt Corporation and WellPoint. In connection
with the proposed transaction, WellPoint has filed with the SEC a final proxy
statement-prospectus, dated August 22, 2003, regarding the proposed transaction.
The final proxy statement-prospectus has been sent to the stockholders of Cobalt
seeking their approval of the proposed transaction. Stockholders of Cobalt are
encouraged to read the final proxy statement-prospectus because it contains
important information about the proposed transaction. The final proxy
statement-prospectus and all other documents filed by Cobalt or WellPoint with
the SEC are available for free both on the SEC's web site (www.sec.gov) and from
Cobalt's and WellPoint's respective corporate secretaries. Cobalt and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies with respect to the proposed transaction. Information
regarding the interests of Cobalt's directors and executive officers is included
in the final proxy statement-prospectus.
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