This Amendment No. 3 (this Amendment No. 3)
amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the Commission) on August 17, 2020, as amended and supplemented by Amendment No. 1
(Amendment No. 1) and Amendment No. 2 (Amendment No. 2) to the Tender Offer Statement on Schedule TO filed with the Commission on August 27, 2020 and
September 8, 2020, respectively (as it may be further amended or supplemented from time to time, the Schedule TO), related to the offer (the Offer) by DaVita Inc., a Delaware corporation
(DVA or the Company), to purchase for cash up to $1.0 billion of shares (the shares) of its common stock, $0.001 par value per share (the common stock), pursuant to
(i) auction tenders at prices specified by the tendering shareholders of not less than $77.00 and not more than $88.00 per share, or (ii) purchase price tenders, in either case, net to the seller in cash, less any applicable withholding
taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated August 17, 2020 (as may be amended or supplemented from time to time, the Offer to Purchase), a copy of which
was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the Letter of Transmittal), a copy of which was attached as Exhibit (a)(1)(B) to the
Schedule TO.
This Amendment No. 3 to the Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) and Rule 13e-4(d) under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of
Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 3. You should read this Amendment No. 3 together with Amendment No. 1, Amendment No. 2, the
Schedule TO, the Offer to Purchase and the Letter of Transmittal.
The Offer to Purchase is hereby amended and supplemented as follows:
Item 11.
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Additional Information
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Item 11 is hereby amended and supplemented by adding the following:
On September 15, 2020, DVA issued a press release announcing the preliminary results of the Offer, which expired at 12:00 midnight,
New York City time, at the end of the day on September 14, 2020. A copy of the press release is filed as Exhibit (a)(5)(B) hereto and is incorporated by reference herein.
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Exhibit
Number
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Description
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(a)(1)(A)✓
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Offer to Purchase, dated August 17, 2020.
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(a)(1)(B)✓
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Letter of Transmittal.
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(a)(1)(C)✓
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Notice of Guaranteed Delivery.
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(a)(1)(D)✓
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 17, 2020.
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(a)(1)(E)✓
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 17, 2020.
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(a)(1)(F)✓
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Summary Advertisement, dated August 17, 2020.
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(a)(1)(G)✓
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Email Communication to Employees of DaVita Inc. and its Subsidiaries
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