AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among UNIVERSAL AMERICAN FINANCIAL CORP., MH ACQUISITION I CORP., MH ACQUISITION II LLC, MHRX LLC, MEMBERHEALTH, INC. and THE SHAREHOLDER REPRESENTATIVE NAMED HEREIN Dated as of May 7, 2007Merger Agreement • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • Hospital & medical service plans • New York
Contract Type FiledOctober 1st, 2007 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of May 7, 2007, is entered into by and among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation ("Parent"), MH ACQUISITION I CORP., a Delaware corporation and wholly owned subsidiary of Parent (the "Delaware Corp. Merger Sub"), MH ACQUISITION II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the "Delaware LLC Merger Sub" and, together with the Delaware Corp. Merger Sub, collectively, the "Merger Subs"), MHRx LLC, a Delaware limited liability company ("MHRx"), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the "Company"), and Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership ("WCAS IX"), as the Shareholder Representative hereunder.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among UNIVERSAL AMERICAN FINANCIAL CORP., MH ACQUISITION I CORP., MH ACQUISITION II LLC, MHRX LLC, MEMBERHEALTH, INC.Merger Agreement • May 11th, 2007 • Universal American Financial Corp • Life insurance • New York
Contract Type FiledMay 11th, 2007 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of May 7, 2007, is entered into by and among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (“Parent”), MH ACQUISITION I CORP., a Delaware corporation and wholly owned subsidiary of Parent (the “Delaware Corp. Merger Sub”), MH ACQUISITION II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the “Delaware LLC Merger Sub” and, together with the Delaware Corp. Merger Sub, collectively, the “Merger Subs”), MHRx LLC, a Delaware limited liability company (“MHRx”), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the “Company”), and Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership (“WCAS IX”), as the Shareholder Representative hereunder.