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Wellpoint said it would offer one of the new plans to groups with three million members in California next year.
But except for Wellpoint, health care stocks lost ground this week.
Wellpoint's premiums have increased 400% since the company was made private in 1999.
But executives at Wellpoint said yesterday that they would continue to press their case.
"Wellpoint has a clear vested interest in getting the cost of the drugs off their books," he said.
If the deal goes through, the new company, to be named WellPoint, will serve some 28 million members in 13 states.
Indeed, Wellpoint said its membership rolls were up more than 700,000 in the third quarter, compared with last year.
WellPoint bowed out, saying it was disappointed by the rejection.
Wellpoint began providing consumer information for comparing hospitals several years ago.
The outside shareholders of Wellpoint would divide $200 million.
Wellpoint closed at $29.50 yesterday, unchanged on the Big Board.
Under the terms of the deal being discussed last night, WellPoint would pay about $77 a share in cash and stock.
Blue Cross of California is in the same building as Wellpoint.
Of course, a large part of that savings will go to health insurers like Wellpoint.
In 2001, WellPoint's earnings rose 32.8 percent, compared with 2000, to $414.7 million.
On the form, WellPoint is the only stock listed.
The companies said Wellpoint was "in discussions" to buy Health Systems.
As for Wellpoint, analysts said that the transaction would free it to pursue a more aggressive expansion plan.
Usually WellPoint negotiates prices that analysts say are on the low side.
Officials at Health Systems and Wellpoint declined to say if talks are being held.
Wellpoint had a net income of $2.49 billion in 2008, and $4.7 billion in 2009.
Wellpoint originated the call for nonprescription status for the drugs.
Wellpoint's share price dropped 50 cents, to $31.125.
Under that deal, Wellpoint planned to absorb Aetna's health care business.
Credit analysts expressed some concerns about the new WellPoint.