Amedisys and Optum to Combine, Advancing Value-Based Care for Patients
26 June 2023 - 10:58PM
Amedisys (NASDAQ: AMED), a leading provider of home health, hospice
and high-acuity care, and Optum, a diversified health services
company, have agreed to combine. The agreement calls for the
acquisition of Amedisys’s outstanding common stock in an all-cash
transaction for $101 per share.
The combination of Amedisys with Optum unites two organizations
dedicated to providing compassionate, value-based comprehensive
care to patients and their families. The agreement is subject to
Amedisys shareholder approvals, regulatory approvals and other
customary closing conditions.
Additional Information and Where to Find It
In connection with the proposed transaction, Amedisys, Inc.
(“Amedisys”) will file relevant materials with the United States
Securities and Exchange Commission (the “SEC”), including a proxy
statement which will be mailed to stockholders of Amedisys.
INVESTORS AND SECURITY HOLDERS OF AMEDISYS ARE URGED TO READ THE
PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able
to obtain free copies of the proxy statement (when available) and
other documents filed with the SEC by Amedisys through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Amedisys will be available free of
charge on Amedisys’s internet website at
https://investors.amedisys.com or by contacting Amedisys’s investor
relations department at IR@amedisys.com.
Certain Information Regarding Participants
Amedisys and its directors and executive officers may be
considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
directors and executive officers of Amedisys is set forth in its
proxy statement for its 2023 annual meeting of stockholders, which
was filed with the SEC on April 27, 2023. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. You may obtain
these documents (when they become available) free of charge through
the website maintained by the SEC at http://www.sec.gov and from
the investor relations department of Amedisys as described
above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “anticipate,”
“intend,” “plan,” “believe,” “project,” “estimate,” “expect,”
“may,” “should,” “will” and similar references to future periods.
Examples of forward-looking statements include projections as to
the anticipated benefits of the proposed transaction as well as
statements regarding the impact of the proposed transaction on the
business of UnitedHealth Group Incorporated (“UnitedHealth Group”)
and Amedisys’s business and future financial and operating results,
the amount and timing of synergies from the proposed transaction
and the closing date for the proposed transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
management’s current beliefs, expectations and assumptions
regarding the future of Amedisys’s business, future plans and
strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of Amedisys’s control. Amedisys’s
actual results and financial condition may differ materially from
those indicated in the forward-looking statements as a result of
various factors. These factors include, among other things, (1) the
termination of or occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement or the inability to complete the proposed transaction on
the anticipated terms and timetable, (2) the inability to complete
the proposed transaction due to the failure to obtain approval of
the stockholders of Amedisys or to satisfy any other condition to
closing in a timely manner or at all, or the risk that a regulatory
approval that may be required for the proposed transaction is
delayed, is not obtained or is obtained subject to conditions that
are not anticipated, (3) the effect of the pendency of the proposed
transaction on Amedisys’s ability to maintain relationships with
its patients, payers and providers and retain its management and
key employees, (4) costs related to the proposed transaction, and
(5) the diversion of management’s time and attention from ordinary
course business operations to completion of the proposed
transaction and integration matters. The foregoing review of
important factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements that
are included elsewhere. Additional information concerning risks,
uncertainties and assumptions can be found in UnitedHealth Group’s
and Amedisys’s respective filings with the SEC, including the risk
factors discussed in Amedisys’s most recent Annual Report on Form
10-K, as updated by its Quarterly Reports on Form 10-Q and future
filings with the SEC.
Any forward-looking statement made in this communication is
based only on information currently available to Amedisys and
speaks only as of the date on which it is made. Amedisys undertakes
no obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise. You are cautioned not to rely on Amedisys’s
forward-looking statements.
About Amedisys
Amedisys, Inc. is a leading healthcare at
home company delivering personalized home health, hospice and
high-acuity care services. Amedisys is focused on delivering the
care that is best for our patients, whether that is inpatient
hospital, palliative, and skilled nursing facility (“SNF”) care in
their homes; home-based recovery and rehabilitation after an
operation or injury; care focused on empowering them to manage a
chronic disease; or hospice care at the end of life. More than
3,000 hospitals and 102,000 physicians nationwide have chosen
Amedisys as a partner in post-acute care. Founded in 1982,
headquartered in Baton Rouge, LA with an executive office in
Nashville, TN, Amedisys is a publicly held company. With
approximately 18,000 employees in 522 care centers in 37 states and
the District of Columbia, Amedisys is dedicated to delivering the
highest quality of care to the doorsteps of more than 455,000
patients in need every year, performing more than 11.2 million
visits annually. For more information about the Company, please
visit: www.amedisys.com.
AMEDISYS CONTACTS:
InvestorsNick MuscatoChief Strategy
Officer(855) 259-2046IR@Amedisys.com
MediaAndrew Cole / Emily Claffey / Bridget
NagleFGS Global(212) 687- 8080Amedisys@fgsglobal.com
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