Filed by PacifiCare Health Systems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: PacifiCare Health Systems, Inc.
Commission File No. 001-31700
[The following is a memorandum sent by Howard Phanstiel, Chairman and Chief
Executive Officer of PacfiCare Health Systems, Inc., on August 4, 2005 to all
employees of PacifiCare Health Systems, Inc.]
To: All PacifiCare Employees
From: Howie Phanstiel, Chairman and CEO
PacifiCare Health Systems
Date: August 4, 2005
Subject: Merger Progress and Process
I am pleased to report that we have reached the first milestone in preparing
for our merger with UnitedHealthcare. State regulatory filings were made
earlier this week seeking approval of the transaction, and we look forward to
working with these regulators to obtain all necessary regulatory approvals in
the coming months.
Our next two milestones are filing the relevant proxy materials with the SEC
to seek shareholder approval of the transaction, and filing our premerger
notification and report form with the Department of Justice and the Federal
Trade Commission pursuant to the Hart-Scott-Rodino Act.
I know you have a tremendous desire for information about the pending merger,
particularly as it affects you personally. That is understandable. However, we
simply do not have much information at this point because we must ensure that
no integration occurs, including discussion about our past, present or future
business until after the expiration of the Hart-Scott-Rodino Anti-Trust
waiting period and we close the transaction.
If you feel you have a need for information, please visit our website and / or
talk to your immediate supervisor. Any unanswered information requests should
be forwarded through your organizational structure to your executive vice
president.
While this process may seem burdensome, it is absolutely necessary to ensure
that no inappropriate exchanges of information between the two companies
occur. We will keep you informed of changes in the process once the
transaction has been approved and PacifiCare and UnitedHealthcare integration
transaction teams have been formed.
In the meantime, please remain focused on your work. More than ever it's
important that you know your job, know your numbers, and perform. We need to
sustain the passion and momentum that we have achieved over the past several
years - for our customers, our members, our shareholders and ourselves.
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"), the parties intend 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
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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.