Tender Offer Begins for Remaining Amil Shares
*Unified Tender Offer for acquisition of remaining Amil shares begins today
and will remain open until April 23, 2013
*Combination creates robust growth platform for UnitedHealth Group benefits
and services businesses
*Amil to apply UnitedHealth Group’s advanced technology, innovative service
and clinical programs in Brazil
MINNETONKA, Minn. & RIO DE JANEIRO -- March 21, 2013
UnitedHealth Group (NYSE: UNH) and Amil Participações S.A. (BM&FBOVESPA:
AMIL3) announced today that the companies have begun the final phase of the
steps required to complete their combination. UnitedHealth Group (via an owned
and controlled Brazilian affiliated entity) has commenced an offer to purchase
the remaining public Amil shares at the previously designated price of R$30.75
per share, plus interest applicable under Brazilian law.
The offer will remain open until April 23, 2013 and all consenting shares
registered with a brokerage firm authorized to operate in the Bovespa on or
prior to April 22, 2013 will be purchased. After completion of the tender
offer, Amil intends to deregister as a public company and delist its shares
from the Novo Mercado segment of the BM&FBOVESPA, subject to the satisfaction
of certain requirements under Brazilian law.
Regulatory approval of the initial acquisition was granted by the Brazilian
Healthcare Regulatory Agency, ANS, on October 22, 2012. UnitedHealth Group
previously purchased approximately 65 percent of Amil’s outstanding shares
from controlling shareholders, management and in the open market.
Amil is Brazil’s largest health care company, providing health and dental
benefits, hospital and clinical services, and advanced care management
resources to more than five million people. Outside the United States, Brazil
is the largest and fastest growing private health care market in the Americas.
UnitedHealth Group is the leading health benefits and services company in the
United States and a leader in innovative approaches to improving consumer
health and advancing the health care system.
Combining Amil, the market leader in Brazil, serving a rapidly expanding
market of nearly 200 million people, with UnitedHealth Group’s diversified and
deep experiences and capabilities is expected to create a compelling growth
and value creation opportunity for the combined enterprises. Specifically,
this combination creates a new growth platform for UnitedHealth Group’s
benefits and services companies and enables Amil to bring advanced technology,
a tradition of consumer-focused innovation, modern service and clinical
programs to further advance health care in Brazil.
This announcement is for informational purposes only and is not an offer to
purchase or a solicitation of an offer to purchase any Amil shares. The tender
offer is being made solely pursuant to a Notice of Unified Tender Offer and
related documents, copies of which are available on Amil’s website at
www.amilpar.com.br/ir. The tender offer is not being made in any jurisdiction
in which the making of or acceptance thereof would not be in compliance with
the securities or other laws of such jurisdiction.
Amil Participações S.A. is the largest healthcare organization in Brazil,
according to the Brazilian managed care regulator (ANS), currently assisting
more than 5 million people in the states of São Paulo, Rio de Janeiro, Paraná,
Minas Gerais, Pernambuco, Bahia, Rio Grande do Norte and the Distrito Federal.
The Company has the largest provider network in the country, including over
44,000 physicians; 3,300 hospitals; 11,000 outpatient facilities; and 12,000
laboratories and diagnostic imaging centers. Amil also owns one of the largest
private hospital networks in Brazil, with 22 hospitals and 2 others under
construction. Amil, which began its activities in 1978, offers a wide range of
healthcare and dental plans for small, medium and large companies, as well as
plans for individuals from all income segments, offering its members access to
carefully selected healthcare service providers.
About UnitedHealth Group
UnitedHealth Group (NYSE: UNH) is a diversified health and well-being company
dedicated to helping people live healthier lives and making health care work
better. With headquarters in Minnetonka, Minnesota, UnitedHealth Group offers
a broad spectrum of products and services through two business platforms:
UnitedHealthcare, which provides health care coverage and benefits services;
and Optum, which provides information and technology-enabled health services.
Through its businesses, UnitedHealth Group serves more than 80 million people
worldwide. For more information, visit UnitedHealth Group at
This press release may contain statements, estimates, projections, guidance or
outlook that constitute “forward-looking” statements as defined under U.S.
federal securities laws. Generally the words “believe,” “expect,” “intend,”
“estimate,” “anticipate,” “plan,” “project,” “should” and similar expressions
identify forward-looking statements, which generally are not historical in
nature. These statements may contain information about financial prospects,
economic conditions and trends and involve risks and uncertainties. We caution
that actual results could differ materially from those that management
expects, depending on the outcome of certain factors, including potential
failure to receive anticipated benefits of the Amil acquisition.
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John Penshorn, 952-936-7214
Don Nathan, 952-936-1885
Erwin Kleuser, +55 (21) 3805-1155
Euro Comunicação, +55 (21) 3204-3204
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