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8-K - FORM 8-K - AMERIGROUP CORPd444780d8k.htm

Exhibit 99.1

WellPoint, Inc. / Amerigroup Corporation Acquisition

Form A Filings Status as of November 26, 2012

 

         
State   Amerigroup
Regulated
Entity
  Form A
Status
  Amerigroup
Membership
(Approximate)
  Conditions / Limitations /  Restrictions
       

Tennessee

  Amerigroup Tennessee, Inc.  

Approved

 

Oct. 2

  205,000   None
       

Texas

 

Amerigroup Texas, Inc.; Amerigroup Insurance Company; Amerigroup Corporation

 

 

Approved

Oct. 29

Form A;

Oct. 31 TPA

  649,000  

Closing must occur within 90 days from the October 29 order date (unless the Texas Insurance Commissioner extends the deadline)

 

Texas Department must be notified upon completion of the closing

       

New Mexico

  Amerigroup Community Care of New Mexico, Inc.  

Approved

Nov. 7

  24,000   None
       

Florida

  Amerigroup Florida, Inc.  

Approved

Nov. 9

  268,000  

Updated background checks for certain Amerigroup officers must be submitted to the Office of Insurance Regulation (OIR) within 30 days from the date of the order

 

Legible fingerprint cards for certain Amerigroup officers must be submitted to the OIR

 

If the OIR determines that an officer or director of WellPoint, ATH or WellPoint Merger Sub, or the Florida HMO, has been found guilty of, or has pleaded guilty or nolo contendere to a felony or a misdemeanor (other than a minor traffic violation), or if background checks have not in fact been submitted for certain individuals, then such individual shall be removed from office with 30 days of notification from the OIR; and if such removal from office does not occur, the OIR may immediately suspend, revoke or take other administrative action as it deems appropriate upon the Certificate of Authority of the Florida HMO

 

The Florida HMO may not be a guarantor of any loan without prior approval from the OIR

 

WellPoint must make funds available to maintain the Florida HMO’s surplus in compliance with Florida statutory minimum surplus requirements

 

Final executed closing documents and a closing funds statement must be provided to the OIR within 10 days of closing

 

Closing must occur within 90 days from the November 9 approval date (unless the OIR extends the deadline)

 

The Florida HMO must report to the OIR being named as a party defendant in a class action, within 15 days after the class is certified


         
State   Amerigroup
Regulated
Entity
  Form A
Status
  Amerigroup
Membership
(Approximate)
  Conditions / Limitations /  Restrictions
       
               

 

Compliance with the approval order’s requirements must be certified to the OIR within 90 days from the date of the approval order

 

Procedures to comply with requirements for detecting and preventing prohibited transaction with persons identified at the U.S. Treasury Department’s Office of Foreign Assets Control website must be maintained

 

Failure to adhere to one or more terms or conditions may result in the revocation of the Florida HMO’s Certificate of Authority

 

Each party must bear its own costs and expenses

       

Nevada

  Amerigroup Nevada, Inc.  

Approved

Nov. 9

  85,000   None
       

New Jersey

  Amerigroup New Jersey, Inc.  

Approved

Nov. 13

  153,000   None
       

Georgia

  AMGP Georgia Managed Care Company, Inc.  

Approved

Nov. 15

  290,000   None
       

New York1

  Amerigroup New York, LLC  

Approved

Nov. 15

 

452,0002 

 

The Amerigroup New York HMO and the existing WellPoint New York HMO must notify members regarding the acquisition and their membership in the Amerigroup New York HMO

 

Two year waiver of the transfer of funds (dividends) from the Amerigroup New York HMO to WellPoint or any affiliate

 

The Amerigroup New York HMO’s current 2012 Policies and Procedures regarding Complaints and Grievances must continue after the acquisition and may not be adjusted based on WellPoint’s operations in and outside New York

 

The expansion of provider networks for two New York counties must be submitted to the Department within 60 days of the approval date

 

Certain members of the Amerigroup New York HMO who are chronically ill may, upon request, be allowed to continue care with their specialist physicians following the acquisition

 

WellPoint’s existing New York HMO will continue to provide coverage to certain members in upstate counties that do not overlap with the Amerigroup New York HMO, until alternative arrangements are available for such members

 

 

1 

Change of control is subject to approval by Department of Health; not regulated by the New York State Department of Insurance.

2 

Other than Virginia, New York is the only state in which Amerigroup and WellPoint both have Medicaid managed care membership.

 

2


         
State   Amerigroup
Regulated
Entity
  Form A
Status
  Amerigroup
Membership
(Approximate)
  Conditions / Limitations /  Restrictions
       
                WellPoint must report to the Department on the number of providers assigned from WellPoint’s exiting New York HMO to the Amerigroup New York HMO post acquisition, and submit a revised provider network
       

Louisiana

  Amerigroup Louisiana, Inc.  

Approved

Nov. 16

  144,000   Louisiana Department must be notified of completion of the closing of the acquisition
       

Maryland

  Amerigroup Maryland, Inc.  

Approved

Nov. 19

  215,000  

Maryland Administration must be notified of completion of the closing of the acquisition

 

The Maryland HMO must submit a Form B filing within 15 days after the end of the month in which the closing occurs, reflecting the new ownership

       

Ohio

  Amerigroup Ohio, Inc.  

Approved

Nov. 19

  61,000   None
       

Kansas

  Amerigroup Kansas, Inc.  

Approved

Nov. 21

  N/A3   Closing must occur within 60 days from the date of the order
       

Washington

  Amerigroup Washington, Inc.   Pending   16,000    
       

Virginia4

  Amerigroup Virginia, Inc.   N/A   55,000   N/A

 

3 

Amerigroup will start serving members in Kansas beginning January 1, 2013.

4 

WellPoint had originally filed a Form A application with the Virginia Bureau of Insurance on August 6, 2012. WellPoint's proposed acquisition of Amerigroup's Virginia business raised antitrust or competition issues. With resolution of those issues through Amerigroup's pending divestiture of its Virginia HMO to an unrelated party prior to or at the closing of WellPoint's acquisition of Amerigroup, Virginia's approval for WellPoint's Form A application is no longer needed and, accordingly, upon discussion and coordination with the Virginia insurance regulator, WellPoint withdrew its Virginia Form A application on October 9, 2012.

 

3