05.01.2012 Williams Mullen Advises Amerigroup on Acquisition of Health Plus


Amerigroup’s Press Release:
AGP Completes Acquisition of Health Plus

VIRGINIA BEACH, Va. (Tuesday, May 1, 2012) – Amerigroup Corporation (NYSE: AGP) today announced that its New York health plan has received the necessary regulatory approvals and closed the previously announced acquisition of Health Plus, one of the largest Medicaid managed care companies in New York currently serving more than 320,000 members. The acquisition is effective May 1, 2012.

“Amerigroup welcomes the members, associates, providers and community partners of Health Plus today as we have finalized this transaction,” said Pete Haytaian, Amerigroup chief executive officer of the Company’s North Region. “The combined expertise of both health plans in coordinating care for low-income populations, seniors and people with disabilities will support the state in its effort to better manage many of the most vulnerable citizens of New York. We look forward to serving our new members, enhancing collaboration with providers and strengthening our presence in the community.”

The health plan will operate as HealthPlus, an Amerigroup Company. The acquisition is expected to be neutral to Amerigroup earnings per share in 2012.

About Amerigroup Corporation
Amerigroup, a Fortune 500 company, coordinates services for individuals in publicly funded health care programs. Currently serving more than 2 million members in 12 states nationwide, Amerigroup expects to expand operations in 2012 to Washington, its 13th state, as a result of a previously awarded state contract. Amerigroup is dedicated to offering real solutions that improve health care access and quality for its members, while proactively working to reduce the overall cost of care to taxpayers. Amerigroup accepts all eligible people regardless of age, sex, race or disability.

Forward-Looking Statements
This release is intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary distribution to the public in compliance with the Securities and Exchange Commission's Fair Disclosure Regulation. This release contains certain ''forward-looking'' statements, including those with respect to the impact of the Health Plus acquisition on 2012 earnings, that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to: our inability to manage medical costs; our inability to operate new products and markets at expected levels, including, but not limited to, profitability, membership and targeted service standards; local, state and national economic conditions, including their effect on the periodic premium rate change process and timing of payments; the effect of laws and regulations governing the health care industry, including the Patient Protection and Affordable Care Act, as amended by the Health care and Education Reconciliation Act of 2010, and any regulations enacted thereunder; changes in Medicaid and Medicare payment levels and methodologies; increased use of services, increased cost of individual services, pandemics, epidemics, the introduction of new or costly treatments and technology, new mandated benefits, insured population characteristics and seasonal changes in the level of health care use; our ability to maintain and increase membership levels; our ability to enter into new markets or remain in existing markets; changes in market interest rates or any disruptions in the credit markets; our ability to maintain compliance with all minimum capital requirements; liabilities and other claims asserted against us; demographic changes; the competitive environment in which we operate; the availability and terms of capital to fund acquisitions, capital improvements and maintain capitalization levels required by regulatory agencies; our ability to attract and retain qualified personnel; the unfavorable resolution of new or pending litigation; and catastrophes, including acts of terrorism or severe weather.

Investors should also refer to our annual report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission ("SEC") and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain known risk factors that could cause our actual results to differ materially from our current estimates. Given these risks and uncertainties, we can give no assurances that any forward-looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them. We specifically disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
## Williams Mullen attorneys Thomas R. Frantz and Nicole M. Williams served as primary M&A counsel to Amerigroup for this transaction.