Oxford Stockholders Approve Merger With UnitedHealth Group TRUMBULL, Conn., July 7 /PRNewswire-FirstCall/ -- Oxford Health Plans (NYSE:OHP) today announced that its stockholders have approved the adoption of the merger agreement between UnitedHealth Group and Oxford Health Plans pursuant to which Oxford Health Plans intends to merge with UnitedHealthcare, a division of UnitedHealth Group (NYSE:UNH). At the closing of the transaction, Oxford stockholders will receive 0.6357 shares of UnitedHealth Group stock and $16.17 in cash for each share of Oxford common stock. Completion of the merger is subject to receipt of regulatory approvals and satisfaction of other customary conditions. About the companies: Founded in 1984, Oxford Health Plans, Inc. provides health plans to employers and individuals primarily in New York, New Jersey and Connecticut, through its independent insurance agents and brokers. Oxford's commercial insured products and services include traditional health maintenance organizations, preferred and exclusive provider organizations, point-of- service plans and consumer directed health plans. The company also offers a variety of Medicare plans and third-party administration of employer-funded benefits plans. More information about Oxford Health Plans, Inc. is available at http://www.oxfordhealth.com/. UnitedHealth Group is a diversified Fortune 100 company headquartered in Minneapolis, Minn. that provides a broad spectrum of resources and services to help people achieve improved health and well-being through all stages of life. UnitedHealth Group offers products and services through six operating businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized Care Services, and Ingenix. Through its family of businesses, UnitedHealth Group serves approximately 55 million individuals nationwide. Its Internet address is http://www.unitedhealthgroup.com/. Cautionary Statement Regarding Forward-Looking Statements This communication contains certain forward-looking information about Oxford Health Plans, Inc. ("Oxford"), UnitedHealth Group Incorporated ("UnitedHealth Group") and the combined company that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)" and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding plans, objectives and expectations with respect to the consummation of the proposed transaction, are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Oxford and UnitedHealth Group, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include: those discussed and identified in public filings with the U.S. Securities and Exchange Commission ("SEC") made by Oxford and UnitedHealth Group; the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction and the value of the transaction consideration; changes in federal or state regulation relating to health care and health benefit plans; the state of the economy; and any future acts or threats of terrorism or war. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Neither Oxford nor UnitedHealth Group undertakes any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures in the definitive proxy statement/prospectus contained in the registration statement on Form S-4 filed by UnitedHealth Group on June 14, 2004. DATASOURCE: Oxford Health Plans CONTACT: Investors, Gary Frazier, +1-203-459-7331, or Jon Green, +1-203-459-6674, or Media, Maria Gordon Shydlo, +1-203-459-7674 Web site: http://www.oxfordhealth.com/ http://www.unitedhealthgroup.com/