UICI Announces That Shareholders Approve Merger Agreement With Group of Private Equity Investors
NORTH RICHLAND HILLS, Texas, March 29 /PRNewswire-FirstCall/ -- UICI
(NYSE: UCI), a leader in the health insurance market for self-employed
individuals, today announced that its shareholders, at a special meeting held
today in Bedford, Texas, approved the previously announced merger agreement
providing for the acquisition of the Company by affiliates of a group of
private equity investors, including The Blackstone Group, Goldman Sachs
Capital Partners and DLJ Merchant Car Insurances Quotes Banking Partners. More than 39.0 million
shares, representing approximately 84.0% of UICI's outstanding common shares,
were voted at the meeting, Home Insurances with more than 99.4% of voted shares voting in
favor of the merger proposal.
Subject to the satisfaction or waiver of the conditions to closing in the
merger agreement, UICI and the private equity investors anticipate closing the
merger transaction on Wednesday, April 5, 2006. Upon the closing of the
merger, holders of record of UICI common shares (other than shares held by
certain members of management and shares held through UICI's agent stock
accumulation plans) will be entitled to receive $37.00 in cash per share in
the merger, subject to the Insurances Free terms of the merger agreement. The UICI common
shares are currently expected to be delisted from trading on the New York
Stock Exchange on April 4 following the close of the market.
CORPORATE PROFILE:
UICI (headquartered in North Richland Hills, Texas) through its
subsidiaries offers insurance (primarily health and life) to niche consumer
and institutional markets. Through its Self-Employed Agency Division, UICI
provides to the self-employed market health insurance and related insurance
products, which are distributed primarily through the Company's dedicated
agency field forces, UGA-Association Field Services and Cornerstone America.
Through its Student Insurance Division, UICI provides tailored health
insurance programs for students enrolled in universities, colleges and
kindergarten through grade twelve. Through its Star HRG Division, UICI
markets, administers and underwrites limited benefit insurance plans for entry
level, high turnover, hourly employees. Through its Life Insurance Division,
UICI offers life insurance products to selected markets. Through its ZON Re
USA unit, the Company underwrites, administers and issues accidental death,
accidental death and dismemberment (AD&D), accident medical and accident
disability insurance policies, both on a primary and on a reinsurance basis.
For more information, visit http://www.uici.net .
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995:
Some of the matters discussed in this news release may contain forward-
looking statements that are subject to certain risks, uncertainties and
assumptions. Such forward-looking statements are intended to be identified in
this document by the words "anticipate", "believe", "estimate", "expect",
"intend", "objective", "plan", "possible", "potential" and similar
expressions. Actual results may vary materially from those included in the
forward-looking statements. Factors that could cause actual results to differ
materially from those included in the forward-looking statements include, but
are not limited to, general economic conditions; the continued ability of the
Company to compete for customers and insureds in an industry where many of its
competitors may have greater market share and/or greater financial resources;
the Company's ability to accurately estimate medical claims and control costs;
changes in government regulation that could increase the costs of compliance
or cause the Company to discontinue marketing its products in certain states;
the Company's failure to comply with new or existing government regulation
that could subject it to significant fines and penalties; changes in the
relationship between the Company and the membership associations and/or
changes in the laws and regulations governing so-called "association group"
insurance (particularly changes that would subject the issuance of policies to
prior premium rate approval and/or require the issuance of policies on a
"guaranteed issue" basis); significant liabilities and costs associated with
litigation; failure of the Company's information systems to provide timely and
accurate information; negative publicity regarding the Company's business
practices and/or regarding the health insurance industry in general; the
Company's inability to enter into or maintain satisfactory relationships with
networks of hospitals, physicians, dentists, pharmacies and other health care
providers; the result of the review by various regulatory agencies of the
previously-announced proposed cash merger of the Company with affiliates of a Personal Insurance
group of private equity firms; approval of the merger by the stockholders of
UICI and satisfaction of various other conditions to the closing of the merger
contemplated by the merger agreement; failure of the Company's regulated
insurance company subsidiaries to maintain their current ratings by A.M. Best
Company, Fitch and/or Standard & Poor's; failure to obtain court approval of
the proposed settlements; and the other risk factors set forth in the reports
filed by the Company with the Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the proposed cash merger of the Company with affiliates
of a group of private equity firms, a registration statement has been filed
with the Securities and Exchange Commission. UICI shareholders are encouraged
to read the prospectus/proxy statement and any other relevant documents filed
with the Securities and Exchange Commission because these documents will
contain important information about the transaction. The Insurance Estate final
prospectus/proxy statement, dated February 28, 2006, was mailed to
shareholders of UICI. Investors and security holders will be able to obtain
the documents free of charge at the SEC's web site, http://www.sec.gov or from
UICI Investor Relations at http://www.uici.net .
UICI press releases and other company information are available at UICI's
website located at http://www.uici.net .

