Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Additional Information and Where to Find It
This communication relates to the proposed
merger (the “Merger”) of HMS Holdings Corp., a Delaware corporation (“HMS”), with Gainwell Acquisition
Corp., a Delaware corporation (“Gainwell”) and Mustang MergerCo Inc., a Delaware corporation and wholly owned subsidiary
of Gainwell (“Merger Sub”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December
20, 2020, by and among HMS, Gainwell, Merger Sub and Gainwell Intermediate Holding Corp., a Delaware corporation (the “Merger
Agreement”).
This communication may be deemed solicitation
material in respect of the Merger. This communication does not constitute a solicitation of any vote or approval. In connection
with the proposed merger, HMS plans to file with the Securities and Exchange Commission (the “SEC”) and mail or otherwise
provide to its stockholders a proxy statement regarding the proposed transaction. HMS may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be
filed by HMS with the SEC. BEFORE MAKING ANY VOTING DECISION, HMS’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY HMS WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION
OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and
stockholders may obtain a free copy of the proxy statement and other documents HMS files with the SEC (when available) through
the website maintained by the SEC at www.sec.gov. HMS makes available free of charge at www.hms.com (in the “SEC Filings”
subsection of the “Financials and Filings” section under the “Investors” heading), copies of materials
it files with, or furnishes to, the SEC.
Participants in the Solicitation
HMS and its directors, executive officers
and certain employees and other persons may be deemed to be participants in the solicitation of proxies from HMS’s stockholders
in connection with the proposed merger. Security holders may obtain information regarding the names, affiliations and interests
of HMS’s directors and executive officers in HMS’s Annual Report on Form 10-K for the fiscal year ended December 31,
2019, which was filed with the SEC on February 24, 2020, and its definitive proxy statement for the 2020 annual meeting of stockholders,
which was filed with the SEC on April 17, 2020. To the extent the holdings of HMS securities by HMS’s directors and executive
officers have changed since the amounts set forth in HMS’s proxy statement for its 2020 annual meeting of stockholders, such
changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of such individuals in the proposed merger will be included in the proxy statement relating to the proposed
merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website
at www.sec.gov and HMS’s website at www.hms.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain information,
including financial estimates and statements as to, among other things, the expected timing, completion and effects of the Merger,
which may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties, and actual results may materially
differ. The forward-looking statements contained in this communication, including without limitation statements regarding anticipated
benefits and effects of the anticipated merger of HMS and Gainwell, relate to our current expectations, projections and assumptions
about our business, the economy and future events or conditions. All statements other than statements of historical fact or relating
to present facts or current conditions included in this communication are forward-looking statements.
Forward-looking statements may include words such as “aim,”
“anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,”
“future,” “intend,” “likely,” “may,” “outlook,” “plan,”
“potential,” “project,” “seek,” “strategy,” “target,” “trend,”
“will,” “would,” “could,” “should,” and variations of such terms and similar expressions,
although some forward-looking statements may be expressed differently.
Forward-looking statements are not guarantees
and involve risks, uncertainties and assumptions that are difficult to predict. Actual results may differ materially from past
results and from those indicated by such forward-looking statements if known or unknown risks or uncertainties materialize, or
if underlying assumptions prove inaccurate. These risks and uncertainties include, among other things: the inability to consummate
the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory
approvals or the failure to satisfy the other conditions to the consummation of the Merger; the failure by Gainwell or Merger Sub
to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Merger; the
risk that the Merger Agreement may be terminated in circumstances requiring HMS to pay a termination fee; the risk that the Merger
disrupts HMS’s current plans and operations or diverts management’s attention from its ongoing business; the effect
of the announcement of the Merger on the ability of HMS to retain and hire key personnel and maintain relationships with its customers,
suppliers and others with whom it does business; the effect of the announcement of the Merger on HMS’s operating results
and business generally; the amount of costs, fees and expenses related to the Merger; the risk that HMS’s stock price may
decline significantly if the Merger is not consummated; the nature, cost and outcome of any litigation and other legal proceedings,
including any such proceedings related to the Merger and instituted against HMS and others; the course of the COVID-19 pandemic
and the responses to the pandemic, and their effects on our business and operations, including those of our customers and partners,
and general economic, business and market conditions; our ability to execute our business plans or growth strategy; our ability
to innovate, develop or implement new or enhanced solutions or services; the nature of acquisition, investment, strategic relationship
and divestiture opportunities we are pursuing, and our ability to successfully execute on such opportunities; our ability to successfully
integrate acquired businesses and operations and realize synergies; significant and increased competition related to our solutions
and services; variations in our results of operations; our ability to accurately forecast the revenue under our contracts and solutions;
our ability to protect our systems from damage, interruption or breach, and to maintain effective information and technology systems
and networks, including during a catastrophic or extraordinary event, such as COVID-19; our ability to protect our intellectual
property rights, proprietary technology, information processes and know-how; our failure to maintain a high level of customer retention
or the unexpected reduction in scope or termination of key contracts with major customers; customer dissatisfaction or our non-compliance
with contractual provisions or regulatory requirements; our failure to meet performance standards triggering significant costs
or liabilities under our contracts; our inability to manage our relationships with data sources and suppliers; our reliance on
subcontractors and other third party providers and parties to perform services; our ability to secure future contracts and favorable
contract terms through the competitive bidding process; pending or threatened litigation; unfavorable outcomes in legal proceedings;
our success in attracting and retaining qualified employees and members of our management team; our ability to generate sufficient
cash to cover our interest and principal payments under our credit facility; changes in tax laws, regulations or guidance and unexpected
changes in our effective tax rate; unanticipated increases in the number or amount of claims for which we are self-insured; accounting
changes or revisions; risks relating to our international operations, including political, regulatory, economic, foreign exchange,
tax compliance and other risks; changes in the healthcare environment or healthcare financing system, including regulatory, budgetary
or political actions that affect healthcare spending or the practices and operations of healthcare organizations; our failure to
comply with applicable laws and regulations governing individual privacy and information security, domestically and internationally,
or to protect such information from theft and misuse; our ability to comply with current and future legal and regulatory requirements;
negative results of government or customer reviews, audits or investigations; state or federal limitations related to outsourcing
of certain government programs or functions; restrictions on bidding or performing certain work due to perceived conflicts of interests;
the market price of our common stock and lack of dividend payments; anti-takeover provisions in our corporate governance documents;
and the other important factors discussed under the headings “Business,” “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures
About Market Risk” of our 2020 Form 10-K, and in other documents we file with the SEC.
Any forward-looking statements made by us
in this communication speak only as of the date on which they are made. We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required by law. We caution readers
not to place undue reliance upon any of these forward-looking statements. You are advised, however, to consult any further disclosures
we make on related subjects in our reports and other filings with the SEC.