Nautic Partners Sells American Imaging Management to Wellpoint for $300 Million

Providence, RI

Nautic Partners, LLC, a private equity firm with more than $2.3 billion of capital under management, today announced that it has agreed to sell portfolio company American Imaging Management (AIM) to WellPoint, Inc. (NYSE: WLP). AIM is a leading radiology benefit management and technology company with health plan clients representing over 20 million consumers. AIM pioneered the integration of technology and clinical content for radiology management and introduced the first web-based tools for selection of diagnostic imaging facilities.

Under the terms of the agreement, WellPoint will pay approximately $300 million in cash to acquire Imaging Management Holdings, the holding company parent of AIM. The acquisition is expected to close in the third quarter of 2007 subject to standard closing conditions and customary regulatory approvals.

“We have made great strides with Nautic’s strategic support and financial stewardship over the past two years,” said David S. Harrington, Chairman and Chief Executive Officer of AIM. “We now look forward to combining our operations with WellPoint, a company that also supports our vision of expanding our technology platform, both within diagnostic imaging and into other health services.”

“By acquiring AIM, we can further manage costs and help improve the quality of radiology services for our members while at the same time support AIM in their development of initiatives to help manage future high cost technology services,” said Angela F. Braly, President and Chief Executive Officer of WellPoint.

“We have been very fortunate to have David Harrington and his team as our partners to help AIM become the leader in radiology benefits management,” said Scott Hilinski, a Managing Director of Nautic Partners. “In many respects, AIM was a classic Nautic investment: a well-managed company, an attractive value proposition, an innovator in its market and significant growth potential. Nautic’s history of investing in cost-containment oriented healthcare companies enabled us to recognize the potential at AIM. The results are now clear as we realize a significant return for our limited partners.”

The transaction will be Nautic’s seventh announced portfolio company exit in the past twelve months joining Converge One, LLC, CompBenefits Corporation Inc., Axia Health Management, LLC, Growing Family Holdings Corp., IPS Group, LLC and Contec Holdings, LLC.

About AIM

American Imaging Management, Inc. (“AIM”) is a leading company in the radiology benefit management industry. AIM promotes the appropriate use of diagnostic imaging through the application of widely accepted clinical guidelines delivered through an innovative platform of technologies and programs. AIM pioneered the use of web technology in diagnostic imaging management and has continually integrated service and technology to create a more effective and efficient clinical review process to support the physician-patient relationship. Through a commitment to providing excellence in clinical content, service, innovation and operational performance, AIM has developed a national client base of health plans, and currently provides management services to over 20 million health plan members. For more information on AIM, please visit

About WellPoint, Inc.

WellPoint’s mission is to improve the lives of the people it serves and the health of its communities. WellPoint, Inc. is the largest health benefits company in terms of commercial membership in the United States. Through its nationwide networks, the company delivers a number of leading health benefit solutions through a broad portfolio of integrated health care plans and related services, along with a wide range of specialty products such as life and disability insurance benefits, pharmacy benefit management, dental, vision, behavioral health benefit services, as well as long term care insurance and flexible spending accounts. Headquartered in Indianapolis, Indiana, WellPoint 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, New York (as Empire Blue Cross Blue Shield in 10 New York City metropolitan and surrounding counties and as Empire Blue Cross or Empire Blue Cross Blue Shield in selected upstate counties only), Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), Wisconsin; and through UniCare. Additional information about WellPoint is available at


Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains certain forward-looking information about WellPoint, Inc. (“WellPoint”) that is 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, 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 the control of WellPoint, 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 WellPoint; trends in health care costs and utilization rates; our ability to secure sufficient premium rate increases; competitor pricing below market trends of increasing costs; increased government regulation of health benefits, managed care and pharmacy benefit management operations; risks and uncertainties regarding the Medicare Part D Prescription Drug benefits program, including potential uncollectability of receivables resulting from processing and/or verifying enrollment (including facilitated enrollment), inadequacy of underwriting assumptions, inability to receive and process information, uncollectability of premium from members, increased pharmaceutical costs, and the underlying seasonality of the business; significant acquisitions or divestitures by major competitors; introduction and utilization of new prescription drugs and technology; a downgrade in our financial strength ratings; litigation and investigations targeted at health benefits companies and our ability to resolve litigation and investigations within estimates; our ability to contract with providers consistent with past practice; other potential uses of cash in the future that present attractive alternatives to share repurchases; our ability to achieve expected synergies and operating efficiencies in the WellChoice, Inc. acquisition within the expected time frames or at all, and to successfully integrate our operations; our ability to meet expectations regarding repurchases of shares of our common stock; future bio-terrorist activity or other potential public health epidemics; and general economic downturns. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. WellPoint does not undertake 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 WellPoint’s various SEC reports, including but not limited to WellPoint’s Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Reports on Form 10-Q for the reporting periods in 2007.