Item 8.01. Other Events.
On January 6, 2021, Change Healthcare Inc., a Delaware corporation (the
"Company"), and UnitedHealth Group Incorporated, a Delaware corporation
("UnitedHealth Group"), announced that they have entered into a definitive
agreement and plan of merger under which UnitedHealth Group will acquire all
outstanding shares of the Company. A copy of the Company's and UnitedHealth
Group's joint press release is being filed as Exhibit 99.1 to this Form 8-K.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to the financial
condition, results of operations and businesses of Change Healthcare. Some of
these statements can be identified by terms and phrases such as "anticipate,"
"believe," "intend," "estimate," "expect," "continue," "could," "should," "may,"
"plan," "project," "predict" and similar expressions. Change Healthcare cautions
readers of this communication that such "forward looking statements," including
without limitation, those relating to the timing of the proposed merger and
Change Healthcare's future business prospects, revenue, working capital,
liquidity, capital needs, interest costs and income, wherever they occur in this
communication or in other statements attributable to Change Healthcare, are
necessarily estimates reflecting the judgment of Change Healthcare's senior
management and involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the "forward looking
statements."
Factors that could cause Change Healthcare's actual results to differ materially
from those expressed or implied in such forward-looking statements include, but
are not limited to, the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; the inability
to complete the proposed merger due to the failure to obtain stockholder
approval for the proposed merger or the failure to satisfy other conditions to
completion of the proposed merger, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transaction; risks related to disruption of management's attention from Change
Healthcare's ongoing business operations due to the transaction; the effect of
the announcement of the proposed merger on Change Healthcare's relationships
with its customers, operating results and business generally; the risk that the
proposed merger will not be consummated in a timely manner; exceeding the
expected costs of the merger; Change Healthcare's ability to retain or renew
existing customers and attract new customers; macroeconomic and industry trends
and adverse developments in the debt, consumer credit and financial services
markets; uncertainty and risks related to the impact of the COVID-19pandemic on
the national and global economy, Change Healthcare's business, suppliers,
customers, and employees; Change Healthcare's ability to connect a large number
of payers and providers; Change Healthcare's ability to provide competitive
services and prices while maintaining its margins; further consolidation in
end-customer markets; Change Healthcare's ability to effectively manage costs;
Change Healthcare's ability to effectively develop and maintain relationships
with channel partners; a decline in transaction volume in the U.S. healthcare
industry; Change Healthcare's ability to timely develop new services and the
market's willingness to adopt new services; Change Healthcare's ability to
maintain access to its data sources; Change Healthcare's ability to maintain the
security and integrity of its data; Change Healthcare's ability to deliver
services timely without interruption; Change Healthcare's ability to make
acquisitions and integrate the operations of acquired businesses; government
regulation and changes in the regulatory environment; economic and political
instability in the U.S. and international markets where Change Healthcare
operates; risks related to international operations; the ability of outside
service providers and key vendors to fulfill their obligations to Change
Healthcare; litigation or regulatory proceedings; Change Healthcare's ability to
protect and enforce its intellectual property, trade secrets and other forms of
unpatented intellectual property; Change Healthcare's ability to defend its
intellectual property from infringement claims by third parties; changes in
local, state, federal and international laws and regulations, including related
to taxation; Change Healthcare's reliance on key management personnel; Change
Healthcare's ability to manage and expand its operations and keep up with
rapidly changing technologies; our adoption of new, or amendments to existing,
accounting standards; losses against which Change Healthcare does not insure;
Change Healthcare's ability to make timely payments of principal and interest on
its indebtedness; Change Healthcare's ability to satisfy covenants in the
agreements governing its indebtedness; Change Healthcare's ability to maintain
liquidity, and other risks. For a more detailed discussion of these factors, see
the information under the captions "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in Change
Healthcare's most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission ("SEC") on June 4, 2020, and in Change Healthcare's most
recent Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020.
Change Healthcare's forward-looking statements speak only as of the date of this
communication or as of the date they are made. Change Healthcare disclaims any
intent or obligation to update any "forward looking statement" made in this
communication to reflect changed assumptions, the occurrence of unanticipated
events or changes to future operating results over time.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the
proposed acquisition of Change Healthcare by UnitedHealth Group. In connection
with the proposed merger transaction, Change Healthcare will file with the SEC
and furnish to Change Healthcare's stockholders a proxy statement and other
relevant documents. This filing does not constitute a solicitation of any vote
or approval. Stockholders are urged to read the proxy statement when it becomes
available and any other documents to be filed with the SEC in connection with
the proposed merger or incorporated by reference in the proxy statement because
they will contain important information about the proposed merger.
Investors will be able to obtain free of charge the proxy statement and other
documents filed with the SEC at the SEC's website at https://www.sec.gov. In
addition, the proxy statement and Change Healthcare's annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to section 13(a) or
15(d) of the Securities Exchange Act of 1934 are available free of charge
through Change Healthcare's website at https://ir.changehealthcare.com. as soon
as reasonably practicable after they are electronically filed with, or furnished
to, the SEC.
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The directors, executive officers and certain other members of management and
employees of Change Healthcare may be deemed "participants" in the solicitation
of proxies from stockholders of Change Healthcare in favor of the proposed
merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders of Change
Healthcare in connection with the proposed merger will be set forth in the proxy
statement and the other relevant documents to be filed with the SEC. You can
find information about the Company's executive officers and directors in its
Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and in its
definitive proxy statement filed with the SEC on Schedule 14A on July 16, 2020.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
99.1 Joint Press Release dated January 6, 2021
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