Amedisys, Inc. (“Amedisys” or the “Company”) (NASDAQ: AMED)
today announced that on May 26, 2023, the Company received an
unsolicited proposal from Optum, a diversified health services
company, to acquire all of the outstanding shares of Amedisys’
common stock in an all-cash transaction for $100 per share.
As announced on May 3, 2023, Amedisys entered into a merger
agreement with Option Care Health, Inc. (“Option Care Health”)
(NASDAQ: OPCH), under which Amedisys and Option Care Health would
combine in an all-stock transaction. Under the terms of the merger
agreement, Amedisys stockholders would receive 3.0213 shares of
Option Care Health common stock for each existing share of Amedisys
common stock they hold at the closing of the transaction. Upon
closing Amedisys stockholders are expected to own approximately
35.5% of the outstanding shares of the combined company on a fully
diluted basis. The transaction is subject to approval by Option
Care Health stockholders and Amedisys stockholders, receipt of
applicable regulatory approvals, including termination or
expiration of the applicable waiting periods under the HSR Act and
state insurance approvals, and other customary closing
conditions.
Consistent with its fiduciary duties, the Amedisys Board of
Directors (the “Board”) consulted with its outside counsel and
financial advisor to thoroughly evaluate Optum’s proposal. The
Board conducted this evaluation in accordance with the terms of the
Company’s merger agreement with Option Care Health.
On May 27, 2023, the Board determined that the unsolicited
proposal received from Optum could reasonably be expected to result
in an “Amedisys Superior Proposal” as defined in Amedisys’ merger
agreement with Option Care Health. As permitted by the terms of
Amedisys’ merger agreement with Option Care Health, Amedisys
entered into a confidentiality agreement with Optum on May 30,
2023, and is currently engaging in exploratory discussions with
Optum with respect to Optum’s proposal.
Amedisys remains bound by the terms of the merger agreement with
Option Care Health, and Amedisys’ Board has not determined that
Optum’s proposal constitutes a Superior Proposal as defined in the
merger agreement with Option Care Health. The merger agreement with
Option Care Health does not permit Amedisys to terminate the merger
agreement in favor of an alternative transaction, or to enter into
any agreements with respect to an alternative transaction, other
than a confidentiality agreement. Amedisys notes that there can be
no assurance that the discussions with Optum will result in a
transaction.
Amedisys stockholders do not need to take any action at this
time. The Amedisys Board’s recommendation in favor of the merger
agreement with Option Care Health and the merger with Option Care
Health continues to be in effect.
No Offer or Solicitation
This communication relates to the proposed merger (the “proposed
transaction”) between Option Care Health and Amedisys. This
communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In connection with the proposed transaction, Option Care Health
and Amedisys will file relevant materials with the United States
Securities and Exchange Commission (the “SEC”), including an Option
Care Health registration statement on Form S-4 that will include a
joint proxy statement of Option Care Health and Amedisys that also
constitutes a prospectus of Option Care Health, and a definitive
joint proxy statement/prospectus will be mailed to stockholders of
Option Care Health and Amedisys. INVESTORS AND SECURITY HOLDERS OF
OPTION CARE HEALTH AND AMEDISYS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
registration statement and the joint proxy statement/prospectus
(when available) and other documents filed with the SEC by Option
Care Health or Amedisys through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the SEC
by Option Care Health will be available free of charge on Option
Care Health’s internet website at
https://investors.optioncarehealth.com or by contacting Option Care
Health’s investor relations department at
investor.relations@optioncare.com. Copies of the documents filed
with the SEC by Amedisys will be available free of charge on
Amedisys’ internet website at https://investors.amedisys.com or by
contacting Amedisys’ investor relations department at
IR@amedisys.com.
Certain Information Regarding Participants
Option Care Health, Amedisys and their respective directors and
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of Option Care Health is set forth in its proxy statement for its
2023 annual meeting of stockholders, which was filed with the SEC
on April 7, 2023. Information about the directors and executive
officers of Amedisys is set forth in its proxy statement for its
2023 annual meeting of stockholders, which was filed with the SEC
on April 27, 2023. Other information regarding the participants in
the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transaction when they become available. You may obtain these
documents (when they become available) free of charge through the
website maintained by the SEC at http://www.sec.gov and from the
investor relations departments at Option Care Health or Amedisys as
described above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “anticipate,”
“intend,” “plan,” “believe,” “project,” “estimate,” “expect,”
“may,” “should,” “will” and similar references to future periods.
Examples of forward-looking statements include projections as to
the anticipated benefits of the proposed transaction as well as
statements regarding the impact of the proposed transaction on
Option Care Health’s and Amedisys’ business and future financial
and operating results, the amount and timing of synergies from the
proposed transaction and the closing date for the proposed
transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
management's current beliefs, expectations and assumptions
regarding the future of Option Care Health’s and Amedisys’
business, future plans and strategies, projections, anticipated
events and trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of Option
Care Health’s and Amedisys’ control. Option Care Health’s,
Amedisys’ and the combined company’s actual results and financial
condition may differ materially from those indicated in the
forward-looking statements as a result of various factors. These
factors include, among other things, (1) the termination of or
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement or the
inability to complete the proposed transaction on the anticipated
terms and timetable, (2) the inability to complete the proposed
transaction due to the failure to obtain approval of the
stockholders of Option Care Health or Amedisys or to satisfy any
other condition to closing in a timely manner or at all, or the
risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated, (3) the ability to
recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, the ability of the
combined company to maintain relationships with its patients,
payers and providers and retain its management and key employees,
(4) the ability of the combined company to achieve the synergies
contemplated by the proposed transaction or such synergies taking
longer to realize than expected, (5) costs related to the proposed
transaction, (6) the ability of the combined company to execute
successfully its strategic plans, (7) the ability of the combined
company to promptly and effectively integrate the Option Care
Health and Amedisys businesses and (8) the diversion of
management's time and attention from ordinary course business
operations to completion of the proposed transaction and
integration matters. The foregoing review of important factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
elsewhere. Additional information concerning risks, uncertainties
and assumptions can be found in Option Care Health’s and Amedisys’
respective filings with the SEC, including the risk factors
discussed in Option Care Health’s and Amedisys’ most recent Annual
Reports on Form 10-K, as updated by their Quarterly Reports on Form
10-Q and future filings with the SEC.
Any forward-looking statement made in this communication is
based only on information currently available to Option Care Health
and Amedisys and speaks only as of the date on which it is made.
Option Care Health and Amedisys undertake no obligation to publicly
update any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new
information, future developments or otherwise. You are cautioned
not to rely on Option Care Health’s and Amedisys’ forward-looking
statements.
About Amedisys
Amedisys, Inc. is a leading healthcare at home company
delivering personalized home health, hospice and high-acuity care
services. Amedisys is focused on delivering the care that is best
for our patients, whether that is inpatient hospital, palliative,
and skilled nursing facility (“SNF”) care in their homes;
home-based recovery and rehabilitation after an operation or
injury; care focused on empowering them to manage a chronic
disease; or hospice care at the end of life. More than 3,000
hospitals and 102,000 physicians nationwide have chosen Amedisys as
a partner in post-acute care. Founded in 1982, headquartered in
Baton Rouge, LA with an executive office in Nashville, TN, Amedisys
is a publicly held company. With approximately 18,000 employees in
522 care centers in 37 states and the District of Columbia,
Amedisys is dedicated to delivering the highest quality of care to
the doorsteps of more than 455,000 patients in need every year,
performing more than 11.2 million visits annually. For more
information about the Company, please visit: www.amedisys.com.
AMEDISYS CONTACTNick MuscatoChief Strategy
Officer(855) 259-2046IR@amedisys.com
MEDIA CONTACTAndrew Cole / Emily Claffey /
Bridget NagleFGS Global(212) 687-
8080Amedisys@fgsglobal.com
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