Filed by UnitedHealth Group Incorporated
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 an excerpt from UnitedHealth Group Incorporated's Second
Quarter Earnings Conference Call held on July 14, 2005.
Dr. William W. McGuire, Chairman, Chief Executive Officer and Chairman of
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Executive Committee
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The announced PacifiCare merger was discussed with you last week, but I
will take a moment and revisit the powerful underpinnings of that merger
once more. This combination offers:
o Strong diversification into the vast senior market place for
which we bring complementary assets and knowledge to serve the
growing needs of American seniors.
o It creates favorable balance toward the Pacific and far west
markets for commercial product lines.
o There is complementary diversification into specialty and
ancillary service lines, including strong and expanding PBM
capabilities.
o We combine to offer the best assets to address the growing
consumer-directed health care market.
o The merger is immediately accretive in a range of 5 to 6 cents
without synergies or Part D contributions.
o Network, care management and operating synergies exist in a range
of $275 to $350 million - with $75 million to $100 million
available by the end of the first twelve months following
closure.
o The combination positions both enterprises to better serve the
new market needs of seniors participating in the Medicare
Advantage and Medicare Part D programs in 2006 and beyond.
We currently hope to obtain all appropriate approvals and close on this
combination late this year so we can focus on the consumer needs and
opportunities beginning January 1, 2006.
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Important Merger Information
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In connection with the proposed transactions, UnitedHealth Group and PacifiCare
intend to file relevant materials with the Securities and Exchange Commission
(SEC), including one or more registration statement(s) on Form S-4 that will
contain a prospectus and proxy statement. Because those documents will contain
important information, 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 any other documents and reports filed by
UnitedHealth Group and PacifiCare with the SEC) at the SEC's Web site,
www.sec.gov. In addition, PacifiCare stockholders may obtain free copies of the
documents filed with the SEC by PacifiCare by directing a written request to
Pacificare Health Systems Inc., 5995 Plaza Drive, Cypress, CA 90630, Attention:
Investor Relations. Such documents are not currently available.
UnitedHealth Group 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 proposed transactions. Information about the
directors and executive officers of UnitedHealth Group is set forth in the proxy
statement for UnitedHealth Group's 2005 Annual Meeting of Stockholders, which
was filed with the SEC on April 7, 2005. Investors may obtain additional
information regarding the interests of such participants by reading the
prospectus and proxy solicitation statement if and when it becomes available.
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 proposed transaction. Information about the
directors and executive officers of PacifiCare and their ownership of PacifiCare
common stock is set forth in the proxy statement for PacifiCare's 2005 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 by reading the prospectus and proxy solicitation statement if and
when it becomes 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.
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Forward-Looking Statements
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This excerpt 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,"
"project," "will" and similar expressions identify forward-looking statements,
which generally are not historical in nature. By their nature, forward-looking
statements are subject to risks and uncertainties that could cause actual
results to 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 PacifiCare, 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.
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