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Anthem, Inc. to Acquire Beacon Health Options

Acquisition expands Anthem’s focus on behavioral health solutions as part of whole person care

INDIANAPOLIS--(BUSINESS WIRE)--Jun. 6, 2019-- Anthem, Inc. (NYSE:ANTM) today announced that the company has entered into a definitive agreement to acquire Beacon Health Options (Beacon), the largest independently held behavioral health organization in the country. Beacon currently serves more than 36 million individuals across all 50 states, including nearly 3 million individuals under comprehensive risk-based behavioral programs. The acquisition aligns with Anthem’s strategy to diversify into health services and deliver market-leading integrated solutions and care delivery models that personalize care for people with complex and chronic conditions.

“As Anthem works to improve lives, simplify healthcare and serve as an innovative and valuable partner, we’re focused on providing solutions that address the needs of the whole person,” said Gail K. Boudreaux, President and CEO, Anthem. “With an extensive track record in behavioral health, Beacon fits well with our strategy to better manage the needs of populations with chronic and complex conditions, and deliver integrated whole health solutions. Together with Beacon, we will enhance our capabilities to serve state partners, health plans and employer groups as they seek to address consumer behavioral health needs.”

The acquisition of Beacon will offer Anthem the opportunity to combine its existing behavioral health business with Beacon’s successful model and support services to fully scale integrated behavioral and physical health capabilities to customers and consumers nationwide. Collectively, both businesses will be able to enhance whole person care and improve overall health outcomes with a stronger portfolio of specialized products, more clinical expertise, improved analytics and health data, and broader provider networks and relationships. The combination will also create one of the most comprehensive behavioral health networks capable of offering more accessible and affordable care for consumers throughout the country.

Upon completion, Beacon, combined with Anthem’s behavioral health business, will operate as an integrated team within Anthem’s Diversified Business Group. Russell C. Petrella, Ph.D., Beacon Health Options President and CEO, as well as other key members of Beacon’s senior team, will join Anthem’s Diversified Business Group to lead the efforts to offer innovative behavioral health solutions and further expand this business.

“We are excited to partner with Anthem to serve the behavioral health needs of more than 60 million Americans,” said Petrella. “Our member-focused, integrated clinical care model helps individuals and their families cope with their physical and behavioral health challenges. Together, we will expand access and enhance the quality of care for our mutual members. I am proud of the talented and committed team at Beacon, and we look forward to our future with Anthem.”

Anthem will acquire Beacon from Bain Capital Private Equity and Diamond Castle Holdings, who invested to grow and improve the company and help achieve its mission. Financial terms of the transaction were not disclosed. The acquisition is expected to close in the fourth quarter of 2019 and is subject to standard closing conditions, customary state regulatory approvals and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to be slightly accretive to adjusted earnings in 2020.

About Anthem, Inc.

Anthem is a leading health benefits company dedicated to improving lives and communities, and making healthcare simpler. Through its affiliated companies, Anthem serves more than 78 million people, including over 40 million within its family of health plans. We aim to be the most innovative, valuable and inclusive partner. For more information, please visit www.antheminc.com or follow @AnthemInc on Twitter.

Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our views about future events and financial performance and are generally not historical facts. Words such as “expect,” “feel,” “believe,” “will,” “may,” “should,” “anticipate,” “intend,” “estimate,” “project,” “forecast,” “plan” 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 our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. You are also urged to carefully review and consider the various risks and other disclosures discussed in our reports filed with the U.S. Securities and Exchange Commission from time to time, which attempt to advise interested parties of the factors that affect our business. Except to the extent otherwise required by federal securities laws, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof. These risks and uncertainties include, but are not limited to: the impact of federal and state regulation, including ongoing changes in the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended, or collectively, the ACA, and the ultimate outcome of legal challenges to the ACA; trends in healthcare costs and utilization rates; our ability to contract with providers on cost-effective and competitive terms; our ability to secure sufficient premium rates, including regulatory approval for and implementation of such rates; competitive pressures and our ability to adapt to changes in the industry and develop and implement strategic growth opportunities; reduced enrollment; unauthorized disclosure of member or employee sensitive or confidential information, including the impact and outcome of any investigations, inquiries, claims and litigation related thereto; risks and uncertainties regarding Medicare and Medicaid programs, including those related to non-compliance with the complex regulations imposed thereon; our ability to maintain and achieve improvement in Centers for Medicare and Medicaid Services, or CMS, Star ratings and other quality scores and funding risks with respect to revenue received from participation therein; a negative change in our healthcare product mix; costs and other liabilities associated with litigation, government investigations, audits or reviews; the ultimate outcome of litigation between Cigna Corporation, or Cigna, and us related to the merger agreement between the parties, including our claim for damages against Cigna, Cigna’s claim for payment of a termination fee and other damages against us, and the potential for such litigation to cause us to incur substantial costs, materially distract management and negatively impact our reputation and financial condition; non-compliance by any party with the pharmacy benefit management services agreements between us and each of Express Scripts, Inc., or Express Scripts, and CaremarkPCS Health, L.L.C., or CVS Health, as well as any agreements governing the transition of pharmacy benefit management services provided to us from Express Scripts to CVS Health, which could result in financial penalties, our inability to meet customer demands, and sanctions imposed by governmental entities, including CMS; medical malpractice or professional liability claims or other risks related to healthcare services and pharmacy benefit management services provided by our subsidiaries; possiblerestrictions in the payment of dividends from our subsidiaries and increases in required minimum levels of capital; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; the potential negative effect from our substantial amount of outstanding indebtedness; a downgrade in our financial strength ratings; the effects of any negative publicity related to the health benefits industry in general or us in particular; failure to effectively maintain and modernize our information systems; events that may negatively affect our licenses with the Blue Cross and Blue Shield Association; large-scale medical emergencies, such as future public health epidemics and catastrophes; general risks associated with mergers, acquisitions, joint ventures and strategic alliances; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; changes in economic and market conditions, as well as regulations that may negatively affect our liquidity and investment portfolios; changes in U.S. tax laws; intense competition to attract and retain employees; and various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations.

Source: Anthem, Inc.

Anthem Contacts:

Investor Relations
Chris Rigg
Chris.Rigg@anthem.com

Media
Jill Becher, 414-234-1573
Jill.becher@anthem.com