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PacificSource Health Plans to Acquire Clear One Health Plans, Inc.

^{Published on 2009-12-30 14:25:17 - Market Wire}
 

BEND, Ore.--([ BUSINESS WIRE ])--Clear One Health Plans, Inc. (OTCBB:CCHN), and PacificSource Health Plans announced today they have signed a definitive merger agreement under which PacificSource will acquire Clear One. Under the terms of the merger agreement, Clear One's shareholders will receive $26.00 per share in cash, upon a successful close of the transaction.

"This is an excellent opportunity for Clear One members, providers, and employees to become part of a leading organization. We have tremendous respect for PacificSource and their management, and look forward to becoming part of the PacificSource team."

The price represents a premium of 167% to the closing price on December 29, 2009, of $9.75. The transaction has a total equity value of approximately $46 million. Following the close, Clear One will become a wholly owned subsidiary of PacificSource Health Plans. The merger agreement is posted on Clear One's website at [ www.clearonehp.com ]. Shareholders of Clear One are urged to periodically check Clear One's website for updated information.

The Board of Directors of both companies unanimously approved the transaction and Clear One entered into the merger agreement following unanimous recommendation by a special committee comprised of independent directors (the "Special Committee"). In negotiating the merger agreement, the Special Committee and Board of Directors of Clear One were advised by its financial advisor, Duff & Phelps Securities, LLC. In addition, Duff & Phelps, LLC, delivered to Clear One's Board of Directors its written opinion, dated December 29, 2009, to the effect that, as of that date, based on and subject to the assumptions, limitations and qualifications set forth in its written opinion, the consideration to be received by the shareholders of Clear One pursuant to the merger agreement was fair to such shareholders from a financial point of view.

"This opportunity is closely aligned with our strategy in that it will give us a stronger presence in Central Oregon, help us expand into Medicare and Medicaid markets, and allow us to more effectively collaborate with healthcare providers to improve quality of care," said Ken Provencher, President and Chief Executive Officer of PacificSource. "Clear One's strong balance sheet, regional footprint, and expertise in government programs will help us build on PacificSource's strength in the commercial insurance market. The combined strengths of two independent regional health insurers will provide more people with affordable, quality healthcare and personal service at the local level more efficiently and cost-effectively, and all our customers should benefit from that."

"The combination of the PacificSource and Clear One organizations brings together two local health plans that share a common passion for both customer service and giving back to the community," said Patricia Gibford, President and Chief Executive Officer of Clear One. "We have very similar cultures in terms of our focus on how we treat our people as well as our ongoing commitment to enhancing the customer experience. We believe this merger will result in mutual benefit to both our customers and our employees." Gibford also added, "This is an excellent opportunity for Clear One members, providers, and employees to become part of a leading organization. We have tremendous respect for PacificSource and their management, and look forward to becoming part of the PacificSource team."

The closing of the transaction is subject to certain terms and conditions customary for transactions of this type, including regulatory approval by the Oregon Insurance Division, the Centers for Medicare & Medicaid Services, and the Oregon Division of Medical Assistance Programs, as well as shareholder approval, and a satisfaction of other customary conditions to closing. Consummation of the merger is not subject to any financing contingency. Clear One will solicit shareholder approval by means of a proxy statement, which will be mailed to Clear One shareholders. The parties currently anticipate consummating the transaction during the latter part of the first calendar quarter of 2010.

Additional Information

PacificSource Health Plans will promptly file with the Oregon Insurance Division a Form A, which will include the merger agreement and related documents. The proxy statement that Clear One plans to mail to its shareholders will contain information about Clear One, PacificSource Health Plans and its subsidiary Springfield Acquisition, Inc., the proposed merger and related matters. Shareholders are urged to read the proxy statement carefully when it is available, as it will contain important information that shareholders should consider before making a decision about the merger. In addition to receiving the proxy statement from Clear One by mail, shareholders will also be able to obtain the proxy statement, as well as other filings containing information about Clear One, from its website ([ www.clearonehp.com ]) or, without charge, from Clear One. This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of Clear One.

Participants in the Solicitation

Clear One and its directors, executive officers, other members of its management, and employees may be deemed to be participants in the solicitation of proxies from Clear One's shareholders in favor of the proposed merger. Information regarding persons who may be deemed participants in the solicitation and any interests that those persons may have in the transaction will be set forth in the proxy statement.

About Clear One Health Plans, Inc.

Clear One Health Plans offers affordable health plans to meet the needs of employers, providers, and consumers. Clear One provides health insurance, including Medicare Advantage plans, commercial plans, individual plans, and administrative services to individuals and businesses throughout the West. Clear One also offers life, disability, dental, vision and voluntary benefits programs, as well as employee benefit services to self-funded employers, associations, Taft-Hartley Trusts, and Chamber of Commerce plans. Clear One is dedicated to the development of community-based employee benefits programs, health insurance, and ancillary plans. For more information call 888-863-3637 or visit [ www.clearonehp.com ].

About PacificSource Health Plans

Founded in 1933, PacificSource is based in Eugene, Oregon, with local offices throughout Oregon and Idaho. The independent, not-for-profit company provides medical and dental benefits to more than 5,500 employers and covers more than 181,000 people with its group and individual health insurance plans. It also provides self-funded employee benefit plans, flexible spending accounts, HRAs, and COBRA administration services. A licensed healthcare service contractor in Oregon, Idaho, and Washington, PacificSource expanded to Idaho in 2007 and acquired Primary Health, Inc., in August of 2009. PacificSource employs over 400 people and is the statewide insurer for Oregon's Healthy KidsConnect plan. For more information, visit [ www.PacificSource.com ] or call 800-624-6052.

Forward-Looking Statements

This press release contains various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed transaction between Clear One and PacificSource and Springfield Acquisition, Inc., and involving risks and uncertainties related to the occurrence of future events. The words "believe," "estimate," "expect," "intend," "anticipate," "plan," "appear," "will," and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. These forward-looking statements are based on management's current expectations, assumptions, estimates, and projections about the current economic environment, Clear One and its industry. Certain factors that could cause actual events not to occur as expressed in the forward-looking statement include, but are not limited to, (i) the failure to obtain the necessary shareholder approval, (ii) failure to obtain governmental approvals and consents and (iii) satisfaction of various other closing conditions contained in the definitive merger agreement. Other potential risks and uncertainties are discussed in Clear One's reports and other documents filed with the Oregon Insurance Division from time to time or posted on its website. Clear One assumes no obligation to update the forward-looking information. Such forward-looking statements are based upon many estimates and assumptions and are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of Clear One's management. Inclusion of such forward-looking statements herein should not be regarded as a representation by Clear One that the statements will prove to be correct.