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PacifiCare Health Systems Signs Definitive Agreement to Acquire American Medical Security Group, Inc.

Publication: PR Newswire
Publication Date: 15-SEP-04
Format: Online
Delivery: Immediate Online Access

Article Excerpt
* Acquisition by PacifiCare will add 314,000 commercial PPO lives, representing commercial membership expansion of more than 13%

* American Medical Security Group shareholders will receive $32.75 per share in cash

* Strengthens PacifiCare's position in individual and small group segments

* Expected accretion increases PacifiCare's 2005 net income guidance to $360-$375 million

PacifiCare Health Systems, Inc. and American Medical Security Group, Inc. jointly announced today that they have signed a definitive agreement whereby PacifiCare will acquire all of the outstanding shares of common stock of American Medical Security (AMS) through a cash merger in which AMS will become a wholly-owned subsidiary of PacifiCare. Under the terms of the merger agreement, PacifiCare will pay $32.75 in cash for each share of AMS common stock outstanding, for a total equity purchase price of approximately $502 million on a fully diluted basis. PacifiCare will also assume approximately $30.2 million of AMS debt. PacifiCare will finance the acquisition through $400 million of term debt from a $750 million bank commitment and the use of internally generated cash. The new $750 million bank facility will include $550 million of term debt, $150 million of which will be...

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