M&A - AMEDISYS INC

Form Type: 10-K

Filing Date: 2025-02-27

Corporate Action: Merger

Type: Update

Accession Number: 000089626225000018

Filing Summary: Amedisys Inc has filed its annual report for the fiscal year ended December 31, 2024. The report outlines the proposed merger with UnitedHealth Group, discussing potential risks and uncertainties related to the transaction. The company emphasizes various factors that may impact the completion of the merger, such as disruptions in relationships with patients and regulatory approval processes. It also addresses the operational implications of the merger, including management time diverted to merger activities, potential litigation, and the ongoing risk of termination fees. In light of these considerations, Amedisys Inc remains committed to executing this strategic initiative while navigating the complexities involved in merging operations with a significant industry player. Additionally, the report provides insights into the company’s financial performance, key operational factors, and market conditions affecting business operations as it prepares for the transition ahead.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925002068

Filing Summary: On January 3, 2025, UnitedHealth Group delivered a notice terminating the VCG Purchase Agreement related to the sale of certain Amedisys home health care centers and certain UnitedHealth Group care centers to VCG Luna, LLC. Following this termination, on January 8, 2025, an agreement was made between UnitedHealth Group and VCG Luna, which included a mutual release of all claims against each other related to the VCG Purchase Agreement. This event highlights the complexities and potential risks associated with the proposed transaction, including regulatory challenges and uncertainty regarding the completion of necessary conditions for the merger.

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Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924131813

Filing Summary: On December 26, 2024, Amedisys, Inc. entered into a waiver related to its previously announced merger agreement with UnitedHealth Group and Aurora Holdings Merger Sub Inc. The waiver allows both parties to extend their rights regarding termination of the merger agreement due to a delay in consummation caused by a legal complaint filed by the U.S. Department of Justice. Specifically, the parties have agreed not to terminate the merger agreement until the earlier date of either 5:00 p.m. on the tenth business day after a final order that permanently prohibits the merger or December 31, 2025. Additionally, the waiver stipulates that the Regulatory Break Fee is set at $275 million, potentially increasing to $325 million under certain conditions, and it eases some operating constraints while altering conditions on governmental approvals needed for the merger to proceed.

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