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Universal American To Acquire APS Healthcare

Universal American Corp. (NYSE: UAM) today announced that it has entered into a definitive agreement to acquire APS Healthcare, Inc. ("APS Healthcare”), a leading provider of specialty healthcare solutions for $227.5 million.

The transaction significantly enhances Universal American’s breadth of capabilities to participate in the emerging growth opportunities in healthcare, including the large dual eligible opportunity. APS Healthcare brings a full range of healthcare solutions, including disease management and care coordination, clinical quality and utilization review, and behavioral health services, that enable its customers to reduce healthcare costs and improve the quality of their care. APS Healthcare’s 400 customers include Medicaid Agencies, state and local governments, health plans, employers and labor trust groups and it serves approximately 30 government programs in 25 states and Puerto Rico covering over 17 million members, making it one of the largest specialty healthcare services companies in the country. APS Healthcare is headquartered in White Plains, NY with 2011 revenues of more than $300 million.

APS Healthcare is led by CEO Greg Scott, formerly Chief Financial Officer of PacifiCare Health Systems, Inc. and Jerry Vaccaro, M.D., formerly President and CEO of PacifiCare Behavioral Health, Inc., who will continue to lead the business following the transaction. APS Healthcare is currently owned by funds affiliated with GTCR LLC, a leading private equity firm.

The purchase price for the transaction is (i) $227.5 million, consisting of $147.5 million in cash to retire APS Healthcare’s outstanding indebtedness and other liabilities, and $80 million in Universal American common stock, plus (ii) up to $50 million in potential performance based consideration, payable in cash in March 2014 to the extent APS Healthcare’s financial results exceed certain thresholds. Universal American expects the transaction to be accretive to earnings in 2012. The transaction, which is expected to close within sixty days, is subject to customary closing conditions, including regulatory approvals.

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