UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
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[ ] Preliminary Proxy Statement
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[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
United Payors & United Providers, Inc.
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(Name of Registrant as Specified In Its Charter)
Commission File # 0-209-05
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Contacts: Thomas L. Blair - Chairman and CEO
Edward S. Civera - Co-CEO and President
S. Joseph Bruno - Vice President and CFO
FOR IMMEDIATE RELEASE
UNITED PAYORS & UNITED PROVIDERS REPORTS
RECORD EARNINGS AND ANNOUNCES A MERGER WITH
BCE EMERGIS, A CANADIAN E-COMMERCE COMPANY
ROCKVILLE, Maryland, February 7, 2000 United Payors & United Providers,
Inc. (NASDAQ: UPUP) announced today that revenue and net income for the fourth
quarter of 1999 amounted to $29.5 million and $7.1 million, respectively,
resulting in earnings per share of $0.36, which compares favorably to Wall
Street analysts' estimates of $0.35. Revenue and earnings for the fourth
quarter of 1999 reflected increases of 40% and 34%, respectively, over the
comparable 1998 quarter. This is UP&UP's 14th consecutive quarter of earnings
growth as a public company.
For the full year 1999 compared to 1998, revenue increased 39% to $108.7
million, net income increased 32% to $25.9 million, and earnings per share
increased 24% to $1.35 per share versus Wall Street estimates of $1.34 per
share. UP&UP also completed 1999 with a strong balance sheet with over $45.5
million in working capital, exclusive of the Company's Bank operations, and
$146.0 million in shareholders' equity.
In a separate press release, BCE Emergis announced that it has entered into
a definitive agreement to acquire 100% of UP&UP for $27 per share. The
transaction is subject to regulatory and other approvals, UP&UP shareholder
approval, and is anticipated to close in the second quarter of 2000. The per
share price is to be paid in cash at closing. UP&UP's Board of Directors voted
unanimously for the transaction and management and other major shareholders have
agreed to vote their shares in favor of the transaction. J.P. Morgan has acted
as advisor to UP&UP on this transaction and has given a fairness opinion to
UP&UP's Board of Directors on this matter.
BCE Emergis has been a leader in the processing and adjudication of health
care transactions in Canada and its leading-edge electronic commerce solution
will extend its expertise in Internet commerce to the UP&UP network.
As a result of the transaction with BCE Emergis, UP&UP's Board of Directors
has canceled the Company's stock repurchase program.
SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS REGARDING THE MERGER DESCRIBED IN THIS ANNOUNCEMENT. The
Proxy Statement will be sent to the shareholders of UP&UP when it is available.
It will contain important information which should be carefully considered
before making a decision concerning the merger. Investors will be able to
obtain the documents free of charge at the SEC website, www.sec.gov.
Shareholders also can obtain copies of the Proxy Statement and other relevant
documents free of charge from the Secretary of UP&UP at 2275 Research Boulevard,
6th Floor Rockville, Maryland, 20850, telephone (301) 548-1000. UP&UP, its
directors, executive officers and certain other members of management may be
soliciting proxies from shareholders in favor of the merger. Information
concerning the participants in the solicitation is set forth in a Current Report
on Form 8-K intended to be filed by UP&UP with the SEC on February 7, 2000.
This press release may contain forward looking information. The forward
looking statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Act of 1995. Forward looking statements may be
significantly impacted by the certain risks and uncertainties described in the
Company's filings with the Securities and Exchange Commission.
