PacificSource Health Plans To Acquire Clear One Health Plans, Inc.

Wednesday, December 30, 2009

Clear One Health Plans, Inc. (OTCBB: CCHN) and PacificSource Health Plans announced today they have signed a definitive merger agreement under which PacificSource will acquire Clear One. Under the terms of the merger agreement, Clear One’s shareholders will receive $26.00 per share in cash, upon a successful close of the transaction.

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  • PacificSource and Clear One sign definitive merger agreement
  • Clear One shareholders to receive $26.00 per share in cash
  • Combines business capabilities and expertise of two strong, local companies committed to enhancing value for members and the community
  • Enhances financial strength and increases growth opportunities to better serve both government and commercial markets
  • Advances PacificSource’s strategy to increase its presence in Central Oregon, expand into government segments (Medicare and Medicaid), and improve its ability to collaborate with providers to serve those patients

The price represents a premium of 167% to the closing price on December 29, 2009, of $9.75. The transaction has a total equity value of approximately $46 million. Following the close, Clear One will become a wholly owned subsidiary of PacificSource Health Plans. The merger agreement is posted on Clear One’s website at Shareholders of Clear One are urged to periodically check Clear One’s website for updated information.

The Board of Directors of both companies unanimously approved the transaction and Clear One entered into the merger agreement following unanimous recommendation by a special committee comprised of independent directors (the “Special Committee”). In negotiating the merger agreement, the Special Committee and Board of Directors of Clear One were advised by its financial advisor, Duff & Phelps Securities, LLC. In addition, Duff & Phelps, LLC delivered to Clear One’s Board of Directors its written opinion, dated December 29, 2009, to the effect that, as of that date, based on and subject to the assumptions, limitations and qualifications set forth in its written opinion, the consideration to be received by the shareholders of Clear One pursuant to the merger agreement was fair to such shareholders from a financial point of view.

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