FILED BY: ANTHEM, INC.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed
pursuant to Rule 141-6 of the
Securities Exchange Act of 1934
Subject Company: Trigon Healthcare, Inc.
Commission File Number for the Related Registration Statement: 333-88776
On July 19, 2002, at 5:00 p.m. Central Daylight Time, Anthem, Inc. and Trigon
Healthcare, Inc. issued the following joint press release regarding the Virginia
State Corporation Commission's approval of their proposed merger.
ANTHEM, INC. AND TRIGON HEALTHCARE, INC. JOINT STATEMENT
ANTHEM, INC. AND TRIGON HEALTHCARE, INC. RECEIVE APPROVAL OF THE MERGER
FROM THE VIRGINIA STATE CORPORATION COMMISSION
July 19, 2002
We are pleased that the Virginia State Corporation Commission (SCC) has given
its approval for the acquisition of Trigon Healthcare, Inc. by Anthem, Inc.
This approval follows a public hearing held by the SCC earlier this month and is
the latest in a series of steps in the transaction process. On July 23, 2002,
shareholder meetings will be held in Indianapolis for Anthem shareholders and in
Richmond for Trigon shareholders. Assuming the requisite votes are received, we
anticipate that the transaction will be closed at the end of the month.
Upon completion, this transaction will bring together two strong, financially
stable, well-run companies to continue to serve Virginians. We look forward to
delivering the same excellent products and customer service for which Trigon has
come to be known. We believe the added strength of Anthem will assure an
outstanding Blue Cross and Blue Shield company will be available to serve
Virginians for years to come.
We appreciate the efforts of the Virginia Bureau of Insurance and the Virginia
State Corporation Commission in reviewing this transaction. We are appreciative
of the opportunities we have had to meet with them and others throughout
Virginia and to share our vision of what our companies can achieve together.
Anthem's mission is to improve the health of the people we serve. We look
forward to serving our new customers in the Commonwealth of Virginia.
ABOUT TRIGON
Trigon is Virginia's largest managed health care company, providing a broad
range of health, wellness and health care financing programs and services to
more than 2 million
members. As of December 31, 2001, Trigon had assets of $2.6 billion and
operating revenues of $2.9 billion. More information about Trigon is available
at www.trigon.com.
ABOUT ANTHEM
Anthem, Inc. is an Indiana-domiciled publicly traded company that, through its
subsidiary companies, provides health care benefits and services to more than 8
million members. Anthem is the fifth largest publicly traded health benefits
company in the United States and is the Blue Cross and Blue Shield licensee for
Indiana, Kentucky, Ohio, Connecticut, New Hampshire, Colorado, Nevada and Maine.
As of December 31, 2001, Anthem had assets of $6 billion and operating revenues
of $10 billion. More information about Anthem is available at www.anthem.com.
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CONTACTS: ANTHEM TRIGON
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MEDIA MEDIA
LAUREN GREEN-CALDWELL, 317-488-6321 BETH LAWS, 804-678-0708
LAUREN.GREEN-CALDWELL@ANTHEM.COM BTAYLOR@TRIGON.COM
INVESTOR RELATIONS INVESTOR RELATIONS
TAMI DURLE, 317-488-6390 CHRIS DRAKE, 804-354-3463
TAMI.DURLE@ANTHEM.COM INVESTORS@TRIGON.COM
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Statement contains certain forward-looking information about Anthem, Inc.
("Anthem"), Trigon Healthcare, Inc. ("Trigon") and the combined company after
completion of the transactions that are intended to be covered by the safe
harbor for "forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements that
are not historical facts. Words such as "expect(s)", "feel(s)", "believe(s)",
"will", "may", "anticipate(s)" and similar expressions are intended to identify
forward-looking statements. These statements include, but are not limited to,
financial projections and estimates and their underlying assumptions; statements
regarding plans, objectives and expectations with respect to future operations,
products and services; and statements regarding future performance. Such
statements are subject to certain risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Anthem and Trigon, that
could cause actual results to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include: those discussed and identified in public
filings with the Securities and Exchange Commission ("SEC") made by Anthem and
Trigon; trends in health care costs and utilization rates; our ability to secure
sufficient premium rate increases; competitor pricing below market trends of
increasing costs; increased government regulation of health benefits and managed
care; significant acquisitions or divestitures by major competitors;
introduction and utilization of new prescription drugs and technology; a
downgrade in our financial strength ratings; litigation targeted at health
benefits companies; our ability to contract with providers consistent with past
practice; our ability to consummate Anthem's acquisition of Trigon, to achieve
expected synergies and operating
efficiencies in the Trigon acquisition and to successfully integrate our
operations; our expectations regarding the timing, completion and accounting and
tax treatments of the transactions and the value of the transaction
consideration; and general economic downturns. You are cautioned not to place
undue reliance on these forward-looking statements that speak only as of the
date hereof. Neither Anthem nor Trigon undertakes any obligation to republish
revised forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. You are also
urged to carefully review and consider the various disclosures in Anthem's and
Trigon's various SEC filings, including but not limited to the registration
statement on Form S-4, including the joint proxy statement/prospectus
constituting a part thereof, filed by Anthem on June 7, 2002 and first mailed to
Anthem and Trigon shareholders on or about June 12, 2002, Anthem's and Trigon's
Annual Reports on Form 10-K for the year ended December 31, 2001, and Anthem's
and Trigon's Quarterly Reports on Form 10-Q for the quarterly period ended March
31, 2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This statement may be deemed to be solicitation material in respect of Anthem's
proposed merger with Trigon. On June 7, 2002, Anthem filed a registration
statement on Form S-4, including a joint proxy statement/prospectus constituting
a part thereof, with the SEC in connection with the proposed merger. The joint
proxy statement/prospectus was first mailed to Anthem and Trigon shareholders on
or about June 12, 2002. INVESTORS AND SECURITY HOLDERS OF ANTHEM AND TRIGON ARE
URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CONSTITUTING A PART THEREOF, AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders of Anthem and Trigon may obtain the registration statement,
including the joint proxy statement/prospectus constituting a part thereof, and
any other documents filed by Anthem or Trigon with the SEC for free at the SEC's
web site, www.sec.gov, and Anthem shareholders may obtain such documents for
free from Anthem Investor Relations at 120 Monument Circle, Indianapolis, IN
46204 and Trigon shareholders may obtain such documents for free from Trigon
Investor Relations at 2015 Staples Mill Road, Richmond, VA 23230.
PARTICIPANTS IN SOLICITATION
Anthem, Trigon, their respective directors and executive officers, other members
of their respective management and certain of their respective employees may be
deemed to be participants in the solicitation of proxies with respect to the
proposed merger. Information concerning Anthem's participants in the
solicitation of proxies and their direct and indirect interests, by security
holdings or otherwise, is set forth in the registration statement, including the
joint proxy statement/prospectus constituting a part thereof. Information
concerning Trigon's participants in the solicitation and their direct and
indirect interests, by security holdings or otherwise, is set forth in Trigon's
Current Report on Form 8-K, which was filed with the SEC on April 29, 2002.
Additional information regarding the interests of Anthem's and Trigon's
directors and executive officers in the proposed merger are set forth in the
registration statement, including the joint proxy statement/prospectus
constituting a part thereof that was first mailed to Anthem and Trigon
shareholders on or about June 12, 2002.