Item 8.01 Other Events.
On April 22, 2022, UnitedHealth Group Incorporated ("UnitedHealth Group"), as
seller, entered into an equity purchase agreement and related agreements
relating to the sale of the claims editing business ("ClaimsXten") of Change
Healthcare Inc. (the "Company") to an affiliate of investment funds of TPG
Capital for a base purchase price in cash equal to $2.2 billion (subject to
customary adjustments). Consummation of the transaction is contingent on a
number of conditions, including the consummation of the previously announced
merger transaction pursuant to which UnitedHealth Group will acquire the
Company. The Company believes that its merger with UnitedHealth Group will
advance its ability to create products and services that improve the delivery of
health care and reduce the high costs and inefficiencies of the health system,
which the Company will share broadly with patients, providers, and payers.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the proposed merger with UnitedHealth Group. 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. The Company cautions readers of this report
that such "forward looking statements," including without limitation, those
relating to the proposed merger, wherever they occur in this report or in other
statements attributable to the Company, are necessarily estimates reflecting the
judgment of the Company'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." For a discussion of these risks
and uncertainties, see the information under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's most recent Annual Report on Form 10-K filed with
the Securities and Exchange Commission ("SEC") on May 27, 2021 as such factors
may be updated from time to time in the Company's periodic filings with the SEC.
The Company's forward-looking statements speak only as of the date of this
report or as of the date they are made. The Company disclaims any intent or
obligation to update any "forward looking statement" made in this report to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time.
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