WellPoint Announces Pricing For Tender Offers

Published: Dec 09, 2004

INDIANAPOLIS, Dec. 8 /PRNewswire-FirstCall/ -- WellPoint, Inc. today announced that it has priced its tender offers for any and all of the outstanding principal amount of the 9.125% Surplus Notes due April 1, 2010 (the "2010 Notes") and the 9.000% Surplus Notes due April 1, 2027 (the "2027 Notes") of Anthem Insurance Companies, Inc.

On the Settlement Date, WellPoint will pay $1,241.89 for each $1,000 principal amount of the 2010 Notes purchased in the offer and $1,445.94 for each $1,000 principal amount of the 2027 Notes purchased in the offer; plus, in each case, accrued but unpaid interest up to, but not including, the Settlement Date. The respective purchase prices were determined by taking a fixed spread over the bid side yield to maturity of a specified reference security. The applicable reference securities and fixed spreads were the 6.50% U.S. Treasury Security due February 15, 2010 (as quoted on Bloomberg Reference Page PX6 at 2:00 p.m., New York City time, today), with a fixed spread of 0.45% for the 2010 Notes and the 5.375% U.S. Treasury Security due February 15, 2031 (as quoted on Bloomberg Reference Page PX8 at 2:00 p.m., New York City time, today), with a fixed spread of 0.70% for the 2027 Notes.

The offers are scheduled to expire at 5:00 p.m., New York City time, on Friday, December 10, 2004, (the "Expiration Date"), unless extended or terminated earlier. The purchase price for securities tendered and accepted for payment pursuant to the tender offers is payable only to holders who validly tender their securities before 5:00 p.m., New York City time, on the Expiration Date and do not validly withdraw their tender. Holders who tender their securities in the offer may withdraw their tender at any time prior to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter, except as may be required by law.

Settlement of each tender offer is expected to occur on December 13, 2004, the first business day following the Expiration Date.

Specific details of the offers are fully described in the Offer to Purchase and the related Letter of Transmittal, both dated December 3, 2004. Requests for these documents may be directed to Global Bondholder Services Corporation by telephone at 866-794-2200 or 212-430-3774 or in writing at 65 Broadway - Suite 704, New York, New York 10006. Questions regarding the offers may be directed to Banc of America Securities LLC at 866-475-9886 or 704-387-1004, Credit Suisse First Boston LLC at 800-820-1653 or 212-325-3784, or Goldman, Sachs & Co. at 800-828-3182 (collectively the "Dealer Managers").

Neither WellPoint or any of the Dealer Managers are recommending that any holder tender or refrain from tendering all or any portion of the principal amount of their securities pursuant to the tender offers, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their securities, and if so, the principal amount to tender.

This news release is not an offer to purchase or a solicitation of an offer to sell any securities, which is being made only pursuant to the terms of the Offer to Purchase dated December 3, 2004. In any jurisdiction, where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers will be deemed made on behalf of WellPoint by Banc of America Securities LLC, Credit Suisse First Boston LLC, and Goldman, Sachs & Co., or one or more registered brokers or dealers under the laws of such jurisdiction.

About WellPoint, Inc.

WellPoint, Inc. is the largest publicly traded commercial health benefits company in terms of membership in the United States. WellPoint, Inc. is an independent licensee of the Blue Cross and Blue Shield Association and serves its members as the Blue Cross licensee for California; the Blue Cross and Blue Shield licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada, New Hampshire, Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), Wisconsin; and through HealthLink and UniCare. Additional information about WellPoint is available at http://www.wellpoint.com/ .

WellPoint, Inc.

CONTACT: Investor Relations: Tami Durle, +1-317-488-6390, or Media:James P. Kappel, +1-317-488-6400, both of WellPoint, Inc.

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