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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2023
Commission
File Number: 0-24260
Amedisys,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
11-3131700 |
(State
or other jurisdiction
of incorporation) |
(IRS Employer
Identification No.) |
3854
American Way, Suite A, Baton Rouge, LA 70816
(Address and zip code
of principal executive offices)
(225)
292-2031 or (800) 467-2662
(Registrant's telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange
on Which Registered |
Common Stock. $0.001 par value per share |
|
AMED |
|
The
Nasdaq Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
SECTION 8
— OTHER EVENTS
As
previously disclosed and reported in the Current Report on Form 8-K filed by Amedisys, Inc. (“Amedisys” or the “Company”),
on June 26, 2023, with the Securities and Exchange Commission (the “SEC”), on June 26, 2023, Amedisys, UnitedHealth
Group Incorporated, a Delaware corporation (“UnitedHealth Group”) and Aurora Holdings Merger Sub Inc., a Delaware corporation
and wholly-owned subsidiary of UnitedHealth Group (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”). The Merger Agreement provides for, among other things and subject to the satisfaction or waiver of specified conditions
set forth therein, the merger of Merger Sub with and into Amedisys (the “Merger”), with Amedisys surviving the Merger as a
wholly owned subsidiary of UnitedHealth Group. On July 31, 2023, Amedisys filed with the SEC its preliminary proxy statement (the
“Preliminary Proxy Statement”). On August 10, 2023, Amedisys filed with the SEC a definitive proxy statement (the
“Definitive Proxy Statement”) in connection with the Merger.
Following
the announcement of the Merger, nine purported stockholders filed complaints as individual actions. Of these complaints, seven have
been filed in the United States District Court for the Southern District of New York. Such complaints allege that the Preliminary
Proxy Statement—and in the case of the Persich Complaint (as hereinafter defined), the Weiss Complaint (as hereinafter
defined), the Murray Complaint (as hereinafter defined) and the Bryd Complaint (as hereinafter defined), the Definitive Proxy
Statement—omits material information with respect to the Merger and that, as a result, all defendants violated
Section 14(a) of the Exchange Act and that each Board member violated Section 20(a) of the Exchange
Act. Exchange Act" and before "The final": "Similar allegations with respect to the Definitive Proxy Statement are also made in the
eighth complaint which has been filed as an individual action in the United States District Court of Delaware. The final complaint
has been filed as an individual action in the 19th Judicial District Court for the Parish of East Baton Rouge State of Louisiana.
Such complaint similarly alleges that the Definitive Proxy Statement omitted material information relating to Amedisys’
financial projections and the conflicts of interest of Guggenheim Securities in connection with the Merger. This complaint asserts
negligent misrepresentation and negligence against all defendants (Amedisys and the Amedisys Board) under the Louisiana Civil Code.
Only two of these complaints seek, among other things, an injunction enjoining the stockholder vote on the Merger and the
consummation of the Merger unless and until certain additional information is disclosed to Amedisys stockholders, rescissory
damages, an accounting to the plaintiff for all damages suffered as a result of Amedisys and the Amedisys Board’s alleged
wrongdoing, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the
court may deem just and proper.
In
addition, following the filing of the Definitive Proxy Statement, Amedisys has also received demand letters from eight purported stockholders
alleging that the Definitive Proxy Statement omitted material information that rendered it misleading or incomplete in violation of federal
securities laws and the Amedisys Board breached their fiduciary duties. Amedisys has also received a demand from a purported stockholder
in connection with the Definitive Proxy Statement seeking to inspect certain Amedisys corporate books and records under Section 220
of the DGCL.
While
Amedisys believes that the allegations in the complaints, demand letters, and Section 220 demand letters lack merit and that the
disclosures set forth in both the August 10, 2023, Schedule 14A and the Definitive Proxy Statement comply fully with applicable law,
in order to moot the unmeritorious claims, avoid nuisance and possible expense and delay, and provide additional information to our stockholders,
Amedisys has determined to voluntarily supplement the Definitive Proxy Statement with the supplemental disclosure set forth below (the
“Supplemental Disclosure”). Nothing in the Supplemental Disclosure shall be deemed an admission of the legal necessity or
materiality under applicable laws of any of the disclosures set forth herein or the Definitive Proxy Statement. To the contrary, Amedisys
specifically denies all allegations that any additional disclosure was or is required.
Important
information concerning the proposed merger is set forth in the Definitive Proxy Statement. The Definitive Proxy Statement is amended and
supplemented by, and should be read as part of, and in conjunction with the information set forth in these Definitive Additional Materials.
Supplemental Disclosures
The
additional disclosures in this Current Report on Form 8-K supplement the disclosures contained in, and should be read in conjunction
with, the Definitive Proxy Statement, which should be read in its entirety. To the extent that information in this Current Report on
Form 8-K differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report
on Form 8-K shall supersede or supplement the information in the Definitive Proxy Statement. All page references are to pages of
the Definitive Proxy Statement, and all capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to
such terms in the Definitive Proxy Statement. New text within restated language from the Definitive Proxy Statement is highlighted with
bold, underlined text and removed language within restated language from the Definitive Proxy Statement is indicated in
strikethrough text.
The Supplemental Disclosures are as follows:
Disclosures Relating to Amedisys’ Financial
Advisor
In connection with its engagement by Amedisys,
on June 25, 2023, Guggenheim Securities provided material relationships disclosures to Amedisys’s Board of Directors which
included the following:
Sales and Trading Relationships and Revenues
| · | Customary information barriers separate Guggenheim Securities’ investment banking business from
the rest of its firm, enabling the investment banking team that is working on the Merger (the “IB Team”) to advise Amedisys
without regard to any activities, relationships or business conducted outside of Guggenheim Securities’ investment banking department. |
| · | As of June 25, 2023, none of Amedisys, Option Care Health, Parent nor any of their respective affiliates
identified to Guggenheim Securities by FactSet was a client of Guggenheim Securities’ sales and trading business or of Guggenheim
Securities’ asset management affiliates and related entities. |
Investments in Securities and Other Financial
Interests
| · | Guggenheim Securities makes markets in securities and other financial instruments but does not ordinarily
take proprietary positions except as an accommodation to clients and customers; accordingly, as of June 25, 2023, Guggenheim Securities
did not have any significant proprietary trading positions with respect to Amedisys, Option Care Health, Parent or their respective affiliates
identified to Guggenheim Securities by FactSet. |
| · | In light of confidentiality obligations owed to third parties and the information barriers separating
Guggenheim Securities’ investment banking business from its investment management affiliates and related entities, Guggenheim Securities
is unable to disclose any positions in securities, loans or other financial instruments of or relating to Amedisys, Option Care Health,
Parent or any of their respective affiliates that are held by Guggenheim Securities’ investment management affiliates and related
entities. For reference purposes only, Guggenheim Securities noted that, as of June 25, 2023, reports filed by its parent company
and certain affiliates under Section 13(f) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, disclosed aggregate holdings (as of March 31, 2023) of less than 1% of the equity securities of each of Amedisys, Option
Care Health, Parent and any of their respective affiliates identified to Guggenheim Securities by FactSet. Guggenheim Securities noted
that its affiliates and related entities may have positions in the indebtedness of, and other financial interests in, Amedisys, Option
Care Health, Parent and their respective affiliates that may be substantial and are not publicly disclosed. |
Personal Investments, Directorships
and other Relationships
| · | As of June 25, 2023, Guggenheim Securities’ internal records indicated that no member of the
IB Team, nor any of their spouses, domestic partners, dependent children or other covered relatives or household members, had any significant
personal investments in any securities or other financial instruments of or relating to Amedisys, Option Care Health, Parent or any of
their respective affiliates identified to Guggenheim Securities by FactSet, except that one senior member of the IB Team had personal
investments in the equity securities of Parent not in an amount Guggenheim Securities considered material to the independence of his professional
judgment or his ability to fulfill his responsibilities without regard to those holdings. |
| · | Guggenheim Securities’ internal records also indicated that, as of June 25, 2023, none of its
officers was a director of, or otherwise had any significant business interest in, Amedisys, Option Care Health, Parent or any of their
respective affiliates identified to Guggenheim Securities by FactSet, except that several members of Guggenheim Securities’ senior
management, none of whom was a part of the IB Team, had personal investments in securities of Parent, in each case not in an amount Guggenheim
Securities considered material to the independence of their professional judgment or their ability to fulfill their responsibilities without
regard to those holdings. |
The Section of the Definitive Proxy Statement
entitled “Summary—Litigation Related to the Merger” is amended and supplemented as follows:
| 1. | The following supplemental disclosure replaces in its entirety the paragraph beginning on pg. 16
of the Definitive Proxy Statement: |
After the filing of the preliminary joint
proxy statement regarding the OPCH Merger Agreement (the “OPCH Preliminary Registration Statement”), but prior to the
OPCH Preliminary Registration Statement being withdrawn by Option Care Health, Amedisys received demand letters from four purported
stockholders alleging that the OPCH Preliminary Registration Statement omitted material information that rendered it misleading or
incomplete in violation of federal securities laws and the Amedisys Board breached their fiduciary duties. The demand letters demand
corrective disclosure to the OPCH Preliminary Registration Statement. Amedisys believes the claims asserted in the demand letters
are meritless. Amedisys has also received a demand from a purported stockholder in connection with the OPCH Preliminary Registration
Statement seeking to inspect certain Amedisys corporate books and records under Section 220 of the DGCL. In connection with the
Merger Agreement, a complaint has been filed as an individual action in the United States District Court for the Southern District
of New York, captioned O’Dell v. Amedisys, Inc., et al., 22-cv-6977 (filed August 8, 2023). Following the
filing of the definitive proxy statement regarding the Merger Agreement (the “Definitive Proxy Statement”), an
additional eight complaints have been filed as individual actions. Of such complaints, six have been filed in the United States
District Court for the Southern District of New York. The seventh complaint has been filed in the United States District Court of
Delaware, and the final complaint has been filed in the 19th Judicial District Court for the Parish of East Baton Rouge
State of Louisiana. Amedisys has also received demand letters from eight purported stockholders alleging that the Definitive Proxy
Statement omitted material information that rendered it misleading or incomplete in violation of federal securities laws and the
Amedisys Board breached their fiduciary duties. The demand letters demand corrective disclosure to the Definitive Proxy Statement.
Amedisys has also received a demand from a purported stockholder in connection with the Definitive Proxy Statement seeking to
inspect certain Amedisys corporate books and records under Section 220 of the DGCL. Amedisys believes that the
foregoing complaints and demand letters are without merit. Other potential plaintiffs may file additional lawsuits
challenging the proposed transaction. See the section entitled “Litigation Related to the Merger.”
The Section of the Definitive Proxy Statement
entitled “The Merger—Opinion of Amedisys’ Financial Advisor” is amended and supplemented as follows:
| 1. | The following supplemental disclosure replaces in its entirety the section titled “Discounted
Cash Flow Analysis” beginning on page 66 of the Definitive Proxy Statement: |
Discounted Cash Flow Analysis. Guggenheim
Securities performed a discounted cash flow analysis of Amedisys based on the forecasted unlevered free cash flows for Amedisys and a
two-stage terminal value calculated using an estimate of an interim growth rate during a five-year period following the end of the projection
horizon and a range of perpetual growth rates thereafter.
In performing its discounted cash flow
analysis with respect to Amedisys:
| · | Guggenheim Securities utilized the Amedisys-Provided Financial Projections as provided and approved for
Guggenheim Securities’ use by Amedisys’ senior management. |
| · | Guggenheim Securities used a discount rate range of 8.25% – 10.50% based on its estimate
of Amedisys’ weighted average cost of capital. |
| · | In estimating Amedisys’ two-stage terminal value, Guggenheim Securities used an interim growth rate
of 5.5% for an interim growth period in the years 2028 – 2032 (which provided a forecast of free
cash flows of (dollars in millions): $208 for 2028E, $219 for 2029E, $231 for 2030E, $244 for 2031E and $258 for 2032E) and
a range of perpetual growth rates of Amedisys’ normalized after-tax unlevered free cash flow after the interim growth period of
2.00% – 3.00%. The two-stage terminal values implied by the foregoing interim growth rate estimate and perpetual growth
rate rage were cross-checked for reasonableness by reference to Amedisys’ implied terminal year (2027) EV/EBITDA multiples. |
| · | Guggenheim Securities rounded share prices to the nearest $0.25. |
Guggenheim Securities’ discounted
cash flow analysis for purposes of evaluating the Amedisys Common Stock resulted in an overall reference range of $63.75 – $103.25
per share of Amedisys Common Stock.
| 2. | The following supplemental disclosure replaces in its entirety the table titled “Amedisys
Selected Publicly Traded Companies Analysis” on page 68 of the Definitive Proxy Statement: |
(dollars in millions) | |
Enterprise
Value/
CY 2023E Adj.
EBITDA | | |
Enterprise
Value/
CY 2024E Adj.
EBITDA | | |
Total
Enterprise
Value | |
Unaffected Amedisys(1) | |
| | | |
| | | |
| | |
Amedisys-Provided Financial Information | |
| 12.0 | x | |
| 11.7 | x | |
| -- | |
Wall Street Equity Research Consensus Estimates | |
| 12.8 | x | |
| 11.4 | x | |
| -- | |
Other Home and Community Based Services Providers(2) | |
| | | |
| | | |
| | |
Addus Homecare Corporation | |
| 15.2 | x | |
| 13.9 | x | |
$ | 1,537 | |
Aveanna Healthcare Holdings Inc. | |
| 15.8 | x | |
| 14.2 | x | |
$ | 1,786 | |
Chemed Corporation | |
| 18.5 | x | |
| 17.1 | x | |
$ | 8,251 | |
Enhabit, Inc. | |
| 10.2 | x | |
| 9.7 | x | |
$ | 1,141 | |
ModivCare, Inc. | |
| 7.4 | x | |
| 6.6 | x | |
$ | 1,633 | |
Statistical Summary for Other Home and Community Based Services Providers | |
| | | |
| | | |
| | |
Median | |
| 15.2 | x | |
| 13.9 | x | |
| -- | |
| (1) | Unaffected date is May 2, 2023, the last date prior to the announcement that it had signed a merger
agreement with Option Care Health. Amedisys multiples utilize PF Adj. EBITDA reflecting the divestiture of Amedisys’ Personal Care
segment. Wall Street equity research consensus estimates for Amedisys are from FactSet as of May 2, 2023. |
| (2) | Other Home and Community Based Services Providers multiples derived from Wall Street equity research consensus
estimates and historical filings per FactSet as of June 23, 2023. |
The Section of the Definitive Proxy Statement
entitled “The Merger—Litigation Related to the Merger” is amended and supplemented as follows:
| 1. | The following supplemental disclosure replaces in its entirety the paragraphs of this section beginning
on page 76 of the Definitive Proxy Statement: |
After the filing of the OPCH Preliminary Registration
Statement, but prior to the OPCH Preliminary Registration Statement being withdrawn by Option Care Health, Amedisys received demand letters
from four purported stockholders alleging that the OPCH Preliminary Registration Statement omitted material information that rendered
it misleading or incomplete in violation of federal securities laws and the Amedisys Board breached their fiduciary duties. The demand
letters demand corrective disclosure to the OPCH Preliminary Registration Statement. Amedisys believes the claims asserted in the demand
letters are meritless. Amedisys has also received a demand from a purported stockholder in connection with the OPCH Preliminary Registration
Statement seeking to inspect certain Amedisys corporate books and records under Section 220 of the DGCL.
Following the filing of the definitive proxy
statement regarding the Merger Agreement (the “Definitive Proxy Statement”) Amedisys received demand letters from eight purported
stockholders alleging that the Definitive Proxy Statement omitted material information that rendered it misleading or incomplete in violation
of federal securities laws and the Amedisys Board breached their fiduciary duties. The demand letters demand corrective disclosure to
the Definitive Proxy Statement. Amedisys believes the claims asserted in the demand letters are meritless. Amedisys has also received
a demand from a purported stockholder in connection with the Definitive Proxy Statement seeking to inspect certain Amedisys corporate
books and records under Section 220 of the DGCL.
In connection with the Merger Agreement, nine
purported stockholders filed complaints as individual actions. Of these complaints, seven have been filed in the United States District
Court for the Southern District of New York: O’Dell v. Amedisys, Inc., et al., 22-cv-6977 (filed August 8, 2023) (the
“O’Dell Complaint”), McDaid v. Amedisys, Inc. et al., 23-cv-07070 (filed August 10, 2023) (the “McDaid
Complaint”), Wang v. Amedisys Inc. et al., 23-cv-07104 (filed August 11, 2023) (the “Wang Complaint”), Persich
v. Amedisys, Inc. et al, Docket No. 1:23-cv-07177 (filed Aug 14, 2023) (the “Persich Complaint”), Weiss v. Amedisys
Inc. et al., 23-cv-07253 (filed August 16, 2023) (the “Weiss Complaint”), Murray v. Amedisys Inc. et al., 23-cv-07258
(filed August 16, 2023) (the “Murray Complaint”), and F.M. Bryd Family Trust v. Amedisys Inc. et al., 23-cv-07631 (filed
August 28, 2023) (the “Bryd Complaint”). The eighth complaint has been filed as an individual action in the in the United
States District Court of Delaware, captioned Moore v. Amedisys Inc. et al., 23-cv-00902-UNA (filed August 16, 2023) (the “Moore
Complaint”). The final complaint a complaint has been filed as an individual action in the United
States District Court for the Southern District of New York19th Judicial District Court for the Parish of East Baton Rouge
State of Louisiana, captioned O’Dell v. Amedisys, Inc., et al., 22-cv-6977Robert Garfield v.
Richard Ashworth et al., C-73625532 (filed August 821, 2023) (the “Garfield Complaint”).
The foregoing complaints is are referred to as the “Transaction Action
Filed Complaints”.
The O’Dell Complaint Transaction
Action generally allege that the preliminary proxy statement filed by Amedisys with the SEC on July 31, 2023 misrepresents
and/or omits certain purportedly material information relating to Amedisys’ financial projections and the analyses performed by
the financial advisor to the Amedisys Board in connection with the Merger. The O’Dell Complaint Transaction
Action asserts violations of Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder and 17 C.F.R.
§ 244.100 against all defendants (Amedisys and the Amedisys Board) and violations of Section 20(a) of the Exchange Act
against Amedisys’ directors.
The Garfield Complaint generally alleges
that the Definitive Proxy Statement filed by Amedisys with the SEC on August 10, 2023, omitted material information relating
to Amedisys’ financial projections and the conflicts of interest of Guggenheim Securities in connection with the Merger that rendered
it misleading or incomplete. The Garfield Complaint also alleges that the Amedisys Board was self-interested, causing the Company (i) to
be sold for inadequate consideration and (ii) to hire Guggenheim Securities as its financial advisor notwithstanding an alleged conflict
of interest. The Garfield Complaint asserts negligent misrepresentation and negligence against all defendants (Amedisys and the Amedisys
Board) under the Louisiana Civil Code.
Both Tthe
Transaction Action O’Dell Complaint and the Garfield Complaint seeks, among other
things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional
information is disclosed to Amedisys stockholders, rescissory damages, an accounting to the plaintiff for all damages suffered as a result
of Amedisys and the Amedisys Board’s alleged wrongdoing, costs of the action, including plaintiffs’ attorneys’ fees
and experts’ fees, and other relief the court may deem just and proper.
Amedisys cannot predict the outcome of the Transaction
Action Filed Complaints. Amedisys believes that the Transaction Action Filed Complaints
are is without merit and Amedisys and the individual defendants intend to vigorously defend against the Transaction
Action Filed Complaints and any subsequently filed similar actions. If additional similar complaints are filed,
Amedisys will not necessarily disclose such additional filings, unless such disclosure is required by law.
—END OF SUPPLEMENT TO THE DEFINITIVE PROXY
STATEMENT—
Additional Information and Where to Find It
In connection with the proposed transaction,
Amedisys filed a Definitive Proxy Statement with the United States Securities and Exchange Commission (the “SEC”) on August 10,
2023. INVESTORS AND SECURITY HOLDERS OF AMEDISYS ARE URGED TO READ THE PROXY STATEMENT 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 can obtain free copies of the Proxy Statement, as well as other filings with the SEC that will be incorporated by reference into
such documents, containing information about the Company, when available through the website maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with the SEC by Amedisys are 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
Amedisys and its 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 Amedisys is set forth in its Definitive Proxy Statement for its 2023 special meeting of stockholders, which
was filed with the SEC on August 10, 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 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 department of 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 UnitedHealth Group’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 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 Amedisys’ control.
Amedisys’ 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 satisfy all
of the conditions 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 effect of the pendency
of the proposed transaction on Amedisys’ ability to maintain relationships with its patients, payers and providers and retain its
management and key employees, (4) costs related to the proposed transaction, and (5) 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 UnitedHealth Group’s
and Amedisys’ respective filings with the SEC, including the risk factors discussed in Amedisys’ most recent Annual Report
on Form 10-K, as updated by its 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 Amedisys and speaks only as of the date on which it is made. Amedisys undertakes 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 Amedisys’ forward-looking statements.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
AMEDISYS, INC. |
|
|
|
By: |
/s/ Richard Ashworth |
|
|
Name: Richard Ashworth |
|
|
Title: President and Chief Executive Officer |
|
|
|
|
|
DATE: September 1, 2023 |
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