EX-99.1
2
a06-17585_1ex99d1.htm
EX-99
Exhibit
99.1
Contacts:
Investor Relations: Carl
Nicola
212 582-1212
cnicola@nwhinc.com
For Immediate Release
NWH
STOCKHOLDERS APPROVE ACQUISITION BY INGENIX
NEW YORK, NY. (August 7, 2006) - NWH, Inc. (Nasdaq:
NWIR) (NWH), the parent company of health care payer services organization
Electronic Network Systems, Inc. (ENS), announced that, at a special meeting
held today in New York, its stockholders voted to approve the acquisition of
the company by Ingenix, Inc. (Ingenix), a leading health information company
and a subsidiary of UnitedHealth Group (NYSE: UNH). Of the stockholders who
voted, over ninety-nine percent voted in favor of the acquisition. The
acquisition is expected to close prior to the open of business on August 9,
2006. Upon completion of the transaction, NWH will become a wholly-owned
subsidiary of Ingenix.
NWH and Ingenix entered into a definitive agreement on
May 25, 2006, under which Ingenix agreed to acquire all of the outstanding
shares of NWH for a cash price of $18.24 per share, or approximately $54
million.
About Ingenix
Ingenix,
a wholly-owned subsidiary of UnitedHealth Group (NYSE:
UNH
), provides
products and services to a diverse customer base within the health care
community. Organizations rely on its innovative technology to improve the
delivery and operations of their business. More information about Ingenix and
its products and services can be obtained at http://www.ingenix.com.
About NWH, Inc. and Electronic
Network Systems, Inc.
NWH, Inc., a holding and strategic resource company,
owns and operates Electronic Network Systems, Inc. (ENS), which offers Internet
and e-commerce connectivity between thousands of health care providers such as
physicians, hospitals, clinics, practice management software vendors and
third-party commercial payers. More information about ENS and its products and
services can be obtained at http://www.enshealth.com.
# # #
Safe Harbor Statement
Certain statements contained in this press release,
including, without limitation, statements containing the words "believes", "anticipates,"
"expects" and words of similar import, constitute "forward-looking statements"
as defined in the Private Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, regarding
NWH's financial and business prospects and capital
requirements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of NWH, or industry results, to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. These risks
and uncertainties include, but are not limited to: the fact that completion of the merger is dependent
upon, among other things, receipt of stockholder approvals, the timing of which
cannot be predicted with precision and which may not be received at all. A further list and description of some of
these risks and uncertainties can be found in NWH's reports filed with the
Securities and Exchange Commission from time to time, including NWH's annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K. Given these uncertainties, undue reliance should not be placed on
such forward-looking statements. NWH disclaims any obligation to update any
such factors or to publicly announce the result of any revisions to any of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.
Additional information on these and other factors are
contained in NWH's reports filed with the Securities and Exchange Commission
(SEC), including NWH's Annual Report on Form 10-K as filed with the SEC on
December 30, 2005, copies of which are available at the website maintained by
the SEC at http://www.sec.gov. NWH assumes no obligation to update the
forward-looking statements included in this press release.
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EX - 99 . 1 2 a06 - 17585 _ 1ex99d1 . htm EX - 99 Exhibit 99 . 1 Contacts : Investor Relations : Carl Nicola 212 582 - 1212 cnicola@nwhinc.com For Immediate Release NWH STOCKHOLDERS APPROVE ACQUISITION BY INGENIX NEW YORK , NY . ( August 7 , 2006 ) - NWH , Inc . ( Nasdaq : NWIR ) ( NWH ) , the parent company of health care payer services organization Electronic Network Systems , Inc . ( ENS ) , announced that , at a special meeting held today in New York , its stockholders voted to approve the acquisition of the company by Ingenix , Inc . ( Ingenix ) , a leading health information company and a subsidiary of UnitedHealth Group ( NYSE : UNH ) . Of the stockholders who voted , over ninety - nine percent voted in favor of the acquisition . The acquisition is expected to close prior to the open of business on August 9 , 2006 . Upon completion of the transaction , NWH will become a wholly - owned subsidiary of Ingenix . NWH and Ingenix entered into a definitive agreement on May 25 , 2006 , under which Ingenix agreed to acquire all of the outstanding shares of NWH for a cash price of $ 18.24 per share , or approximately $ 54 million . About Ingenix Ingenix , a wholly - owned subsidiary of UnitedHealth Group ( NYSE : UNH ) , provides products and services to a diverse customer base within the health care community . Organizations rely on its innovative technology to improve the delivery and operations of their business . More information about Ingenix and its products and services can be obtained at http://www.ingenix.com . About NWH , Inc . and Electronic Network Systems , Inc . NWH , Inc . , a holding and strategic resource company , owns and operates Electronic Network Systems , Inc . ( ENS ) , which offers Internet and e - commerce connectivity between thousands of health care providers such as physicians , hospitals , clinics , practice management software vendors and third - party commercial payers . More information about ENS and its products and services can be obtained at http://www.enshealth.com . # # # Safe Harbor Statement Certain statements contained in this press release , including , without limitation , statements containing the words " believes " , " anticipates , " " expects " and words of similar import , constitute " forward - looking statements " as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules , regulations and releases , regarding NWH ' s financial and business prospects and capital requirements . Such forward - looking statements involve known and unknown risks , uncertainties and other factors that may cause the actual results , performance or achievements of NWH , or industry results , to be materially different from any future results , performance or achievements expressed or implied by such forward - looking statements . These risks and uncertainties include , but are not limited to : the fact that completion of the merger is dependent upon , among other things , receipt of stockholder approvals , the timing of which can not be predicted with precision and which may not be received at all . A further list and description of some of these risks and uncertainties can be found in NWH 's reports filed with the Securities and Exchange Commission from time to time , including NWH 's annual reports on Form 10 - K , quarterly reports on Form 10 - Q and current reports on Form 8 - K . Given these uncertainties , undue reliance should not be placed on such forward - looking statements . NWH disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward - looking statements contained or incorporated by reference herein to reflect future events or developments . Additional information on these and other factors are contained in NWH 's reports filed with the Securities and Exchange Commission ( SEC ) , including NWH 's Annual Report on Form 10 - K as filed with the SEC on December 30 , 2005 , copies of which are available at the website maintained by the SEC at http://www.sec.gov . NWH assumes no obligation to update the forward - looking statements included in this press release . 2