Anthem Asks State Officials to Approve BCBSNH Purchase; Pledges Local Health Plan Control And Job Base Stability.

-- Proposed affiliation creates $70-$80 million charitable foundation to

benefit New Hampshire residents --

CONCORD, N.H., March 11 /PRNewswire/ -- Anthem, Inc. today formally requested approval from New Hampshire state regulators of its proposed purchase of Blue Cross Blue Shield of New Hampshire (BCBSNH). The transaction will create a charitable foundation to benefit New Hampshire residents. The foundation is expected to be initially worth $70-$80 million. Anthem said it would also maintain local control over key health plan decisions and preserve its New Hampshire employment base.

In documents filed with the New Hampshire Department of Insurance, Anthem said the proposed purchase "contains significant ... advantages to current Blue Cross and Blue Shield of New Hampshire members, as well as to the citizens of New Hampshire," including:

* Creation of a charitable Foundation, with assets estimated to be between

$70 and $80 million, to continue the BCBSNH mission of providing health

care for, and enhancing the health of, the citizens of the State of New

Hampshire.

* Continuing the Blue Cross and Blue Shield tradition. "The companies

share a philosophy to identify and pursue effective local options and to

be responsive to local market needs," Anthem said.

* Continued Blue Cross and Blue Shield benefits and coverage. Current

customers of BCBSNH and its affiliates, including Matthew Thornton 

Health Plan (MTHP), will maintain their existing policies without change

or interruption.

* Strengthening of BCBSNH's business position. Anthem said BCBSNH would

become "an integral part of Anthem's New England region and will have

access to Anthem's substantial resources. Each Anthem policy or

contract ... in New Hampshire will have Anthem's significant financial

reserves standing behind it."

MAINTAINING LOCAL PRESENCE

In addition, Anthem repeated its previous pledge to maintain strong local presence in New Hampshire by:

* Retaining BCBSNH's administrative headquarters in Manchester;

* Maintaining a "significant" employment base in New Hampshire and

ultimately achieving "proportionate employment," whereby Anthem

employment levels in New Hampshire will be proportionate to those in the

other geographic areas in which it operates, based on the level of

membership in each area and other factors;

* Establishing a local advisory board made up entirely of New Hampshire

residents;

* Seeking to have one person designated by BCBSNH's board elected to the

Anthem, Inc. board;

* Assuring New Hampshire will have representation if Anthem establishes a

regional advisory board for New England.

LOCAL DECISION-MAKING PRESERVED

Anthem told state officials that BCBSNH's focus throughout its evaluation of the Anthem acquisition proposal "has been what is in the best interests of its customers and the State of New Hampshire."

"The acquisition represents an affiliation among Blue Cross Blue Shield companies with common traditions and will enhance the goal of BCBSNH to continue its mission of providing affordable health care financing products to the people of New Hampshire through a stable and strong Blue Cross Blue Shield company.

The filing detailed Anthem's health plan structure, under which large portions of the operations of its health plans in New Hampshire would be handled in New Hampshire by New Hampshire employees.

BCBSNH's operations would be coordinated by the company's Anthem East organization, which currently includes Connecticut operations but which would grow if Anthem is able to identify additional partners in the New England region. Regional services would be managed regionally but conducted in New Hampshire with local employees, and key functions such as medical management, health education activities, sales, marketing, and provider contracting would be managed and carried out at the local level.

The filing also detailed the purchase agreement, under which Anthem will pay approximately $120 million for the assets of BCBSNH. BCBSNH will retire its outstanding obligations and commitments and place the remaining proceeds -- estimated to be between $70 and $80 million -- into the independent charitable foundation.

Anthem, Inc. is an Indiana-domiciled mutual insurance company providing health care management and insurance products and services and government program administration to millions of Americans. It provides health care benefits to more than 5 million Blue Cross and Blue Shield members in Connecticut, Indiana, Kentucky and Ohio. As a mutual insurance company, Anthem is neither a non-profit nor a for-profit company.

BCBSNH is the Blue Cross Blue Shield licensee for New Hampshire. BCBSNH and MTHP cover approximately 362,000 New Hampshire residents.