HEALTHCARE COMPARE AND OCCUPATIONAL-URGENT CARE HEALTH SYSTEMS ANNOUNCE EXECUTION OF DEFINITIVE MERGER AGREEMENT
HEALTHCARE COMPARE AND OCCUPATIONAL-URGENT CARE HEALTH SYSTEMS
ANNOUNCE EXECUTION OF DEFINITIVE MERGER AGREEMENT
DOWNERS GROVE, Ill., Nov. 17 /PRNewswire/ -- James C. Smith, president and chief executive officer of HealthCare COMPARE Corp. (NASDAQ: HCCC) and James W. Cameron Jr., chairman of the board and chief executive officer of Occupational-Urgent Care Health Systems Inc. (NASDAQ: OUCH), announced today that their two companies have signed an agreement to merge. In the merger, each outstanding share of OUCH common stock will be converted into the right to receive .93 of a share of HCCC common stock. All outstanding options to purchase OUCH common stock will be assumed by HCCC and converted into options to purchase HCCC common stock. Following the merger, holders of OUCH common stock will own approximately 28 percent of the outstanding common stock of the combined company. It is intended that the transaction qualify as a tax-free reorganization for federal income tax purposes and a pooling interest for accounting purposes.
Following the merger, James C. Smith will remain as president and chief executive officer. James W. Cameron, Jr. and Robert S. Colman, another current OUCH director, will become directors of HCCC.
The merger is subject to various conditions including regulatory approvals, the effectiveness of a registration statement under the Securities Act of 1933 covering the shares of HCCC common stock to be issued in the merger and the satisfactory completion by the parties of their due diligence investigations.
In connection with the execution of the merger agreement, Cameron, Colman and Dr. Max Negri, an OUCH director, have entered into agreements with HCCC in which they have agreed to vote their shares of favor of the merger. These individuals own approximately 28 percent of outstanding OUCH shares. The directors and principal stockholders of HCCC are expected to sign similar agreements.
Cameron and Smith stated that they believe the merger of the two companies is a sound business decision which should produce valuable synergism for the companies' clients and investors. Employees and medical providers will also benefit from the combined companies' ability to accelerate their national presences in both worker's compensation and group health markets.
An added benefit of the excellent match of the two companies' strengths in worker's compensation and group health will be their ability to quickly respond to strong client interest in coordinating group and worker's compensation treatment programs. This type of coordinated program is currently being discussed widely as "24 hour coverage."
HealthCare COMPARE Corp. is America's leading independent provider of health care cost management services. COMPARE provides medical services utilization review and AFFORDABLE Health Care Concepts Inc., its wholly owned subsidiary, negotiates fixed price contracts with medical providers in order to develop and maintain preferred provider networks for the exclusive use of its clients. Together, COMPARE and AFFORDABLE achieve significant health care cost savings for their clients...without compromising the quality of care or freedom of choice of health care plan participants.
OUCH is also a national leader in providing similar services with a particular emphasis on serving payors of worker's compensation medical claims. OUCH has also developed the country's most sophisticated worker's compensation medical billing review system which by the end of 1991 will serve customers in all states with bill review and audit capability. This hardware and software and the data communications systems linking it with OUCH and customer processing locations throughout the United States was developed through OUCH's relationship with EDS (Electronic Data Systems Corp.).
HCCC's corporate headquarters are in Downers Grove, Ill. HCCC's wholly owned subsidiary AFFORDABLE Health Care Concepts maintains its offices in Sacramento, Calif. The OUCH headquarters office is in West Sacramento, Calif. OUCH maintains regional offices in Huntington Beach, Calif.; Irving, Texas; Livonia, Mich.; Tampa, Fla. and Phoenix, Ariz.
/CONTACT: James C. Smith, president and CEO, or Joseph E. Whitters, CFO, 708-241-7900, both of HealthCare COMPARE; or James W. Cameron, Jr., chairman and CEO or W. Robert Keen, president and chief operating officer, 916-374-4600, both of Occupational-Urgent Care Health Systems/
(HCCC OUCH) CO: HealthCare COMPARE Corp.; Occupational-Urgent Care Health
Systems Inc. ST: Illinois, California IN: HEA SU: TNM JT -- NYSU006 -- 1177 11/17/91 15:54 EST