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Aflac Incorporated Announces Acquisition of Florida-based Argus Holdings, LLC, Accelerates Aflac's Strategy of Delivering Best-in-Class Network Dental and Vision Products to Employers and Unique Solutions to Distribution Partners

by Aflac Incorporated | Jul 12, 2019

COLUMBUS, Ga., July 12, 2019 /PRNewswire/ -- Aflac Incorporated (AFL) announced today that it has entered into a definitive agreement to acquire Florida-based Argus Holdings, LLC and its subsidiary Argus Dental & Vision, Inc. (Argus), a premier benefits organization and national network dental and vision company.

"We are very excited to have Argus join the Aflac family as we move closer to fulfilling our vision of being the number one distributor of benefit solutions to the U.S. workforce," said Teresa L. White, president of Aflac U.S. "This strategic transaction is a perfect fit as we enhance our core supplemental products with the network dental and vision offerings of Argus to meet the needs of the market."

Argus was founded by Nicholas M. Kavouklis, D.M.D. in 2006. The company services nearly one million dental and vision members, providing benefits management solutions to Medicare Advantage, Medicaid, and Children's Health Insurance Program (CHIP) carriers. In addition, the company offers both group and individual network dental and vision insurance plans to employers and individuals. Licensed as a Pre-Paid Limited Health Service Organization (PLHSO) and a Discount Plan Organization (DPO) in Florida, Argus also acts as a Third-Party Administrator (TPA) in 48 states and is licensed as a Discount Health Care Program Operator in Texas.

The transaction will not alter Aflac Incorporated's earnings or capital management outlook for 2019 and is not expected to impact Aflac U.S. sales guidance for the year. Moreover, the transaction does not impact Aflac Incorporated's overall capital management strategy including share repurchase guidance of $1.3 to $1.7 billion for 2019. Funding of the transaction is expected to come from available liquidity held at Aflac Incorporated and does not impact the company's policy of holding a minimum of $2 billion in contingent liquidity and capital. The commitment of capital to the transaction, while modest, is consistent with the company's strategy of investing in business growth initiatives while also returning capital to shareholders through dividends and share repurchases.

Argus, with a staff of more than 120 employees, will remain headquartered in Tampa, Florida, under the continued leadership of its President and CEO Dr. Nicholas M. Kavouklis. In addition, Tampa, Florida, will now serve as the home for the Aflac U.S. Network Dental and Vision platform.

"Aflac shares Argus' values of putting the customer first and providing solutions tailored to fit customers' needs," said Argus President and CEO Dr. Nicholas M. Kavouklis. "We look forward to joining the Aflac team and continuing to provide best-in-class service to our benefit management clients while providing a U.S. platform in support of Aflac's strategy to be a leader in providing network dental and vision offerings to employers."

Richard L. Williams, Jr., executive vice president and chief distribution officer of Aflac U.S., added, "With Aflac's strong brand and extensive distribution combined with Argus' tremendous administrative capabilities, we are uniquely positioned to fulfill the growing need of network dental and vision insurance plans at the worksite and direct-to-consumer."

Subject to regulatory approvals and customary closing conditions, the transaction is expected to close in the fourth quarter of 2019.

Sandler O'Neill + Partners, L.P. served as financial advisor and Sidley Austin LLP as legal advisor to Aflac Incorporated. Raymond James & Associates, Inc. served as financial advisor and Hill Ward Henderson served as legal advisor to Argus.

A summary of facts regarding the transaction is available on investors.aflac.com. Aflac management will address questions regarding the transaction and overall strategy on our second quarter earnings call scheduled for July 26, 2019.

ABOUT AFLAC INCORPORATED
Aflac Incorporated (AFL) is a Fortune 500 company, helping provide protection to more than 50 million people through its subsidiaries in Japan and the U.S., where it is a leading supplemental insurer by paying cash fast when policyholders get sick or injured. For more than six decades, insurance policies of Aflac Incorporated's subsidiaries have given policyholders the opportunity to focus on recovery, not financial stress. Aflac Life Insurance Japan is the leading provider of medical and cancer insurance in Japan where it insures 1 in 4 households. Through its trailblazing One Day PaySM initiative in the United States, for eligible claims, Aflac can process, approve and electronically send funds to claimants for quick access to cash in just one business day. For 13 consecutive years, Aflac has been recognized by Ethisphere as one of the World's Most Ethical Companies. In 2018, Fortune magazine recognized Aflac as one of the 100 Best Companies to Work for in America for the 20th consecutive year and in 2019 Fortune included Aflac on its list of World's Most Admired Companies for the 18th time. To find out more about One Day PaySM and learn how to get help with expenses health insurance doesn't cover, get to know us at aflac.com or aflac.com/espanol.

Aflac herein means American Family Life Assurance Company of Columbus and American Family Life Assurance Company of New York.

About Argus Holdings, LLC and Its Subsidiary Argus Dental & Vision, Inc.
Argus Holdings, LLC is the parent company of Argus Dental & Vision, Inc., (Argus), a premier benefits organization. Founded in 2006 by a Florida dentist and regulated by the Florida Office of Insurance Regulation, Argus provides administration of dental and vision benefits that offer value and quality. Argus is licensed as a Pre-Paid Limited Health Service Organization and a Discount Plan Organization in Florida, a Third-Party Administrator in 48 states, and a Discount Health Care Program Operator in Texas. Argus is the first dental plan and vision plan in the United States to earn accreditation for quality care by the Accreditation Association for Ambulatory Health Care (AAAHC). Argus provides fully delegated services for Medicare and Medicaid health plan partners, commercial accounts, and government programs such as the Florida Healthy Kids Corporation. Collaborations between consumers, providers and insurance agents have enabled Argus to customize flexible and affordable benefit plans to meet the specific needs of individuals, families, employer groups, and associations. Please visit argusdental.com for more information.

FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" to encourage companies to provide prospective information, so long as those informational statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those included in the forward-looking statements. The company desires to take advantage of these provisions. This document contains cautionary statements identifying important factors that could cause actual results to differ materially from those projected herein, and in any other statements made by company officials in communications with the financial community and contained in documents filed with the Securities and Exchange Commission (SEC). Forward-looking statements are not based on historical information and relate to future operations, strategies, financial results or other developments. Furthermore, forward-looking information is subject to numerous assumptions, risks and uncertainties. In particular, statements containing words such as "expect," "anticipate," "believe," "goal," "objective," "may," "should," "estimate," "intends," "projects," "will," "assumes," "potential," "target," "outlook" or similar words as well as specific projections of future results, generally qualify as forward-looking. Aflac undertakes no obligation to update such forward-looking statements.

The company cautions readers that the following factors, in addition to other factors mentioned from time to time, could cause actual results to differ materially from those contemplated by the forward-looking statements: difficult conditions in global capital markets and the economy; exposure to significant interest rate risk; concentration of business in Japan; foreign currency fluctuations in the yen/dollar exchange rate; operation of the former Japan branch as a legal subsidiary; limited availability of acceptable yen-denominated investments; deviations in actual experience from pricing and reserving assumptions; ability to continue to develop and implement improvements in information technology systems; governmental actions for the purpose of stabilizing the financial markets; interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems; ongoing changes in the Company's industry; failure to comply with restrictions on patient privacy and information security; extensive regulation and changes in law or regulation by governmental authorities; changes in tax rates applicable to the company; defaults and credit downgrades of investments; ability to attract and retain qualified sales associates, brokers, employees, and distribution partners; decline in creditworthiness of other financial institutions; subsidiaries' ability to pay dividends to Aflac Incorporated; decreases in the Company's financial strength or debt ratings; inherent limitations to risk management policies and procedures; concentration of the Company's investments in any particular single-issuer or sector; differing judgments applied to investment valuations; ability to effectively manage key executive succession; significant valuation judgments in determination of amount of impairments taken on the Company's investments; catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, terrorism or other acts of violence, and damage incidental to such events; changes in U.S. and/or Japanese accounting standards; loss of consumer trust resulting from events external to the Company's operations; increased expenses and reduced profitability resulting from changes in assumptions for pension and other postretirement benefit plans; level and outcome of litigation; and failure of internal controls or corporate governance policies and procedures.

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