Combination will provide enhanced specialty and
infusion services for patients; help manage growth in high-cost
specialty pharmaceuticals
OptumRx, the pharmacy care services business of Optum, and
Diplomat, a provider of specialty pharmacy and infusion services,
are combining. The agreement calls for the acquisition of
Diplomat’s outstanding common stock for $4.00 per share through a
cash tender offer and assumption of outstanding debt.
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Diplomat brings expertise in managing specialty medications that
treat patients with complex diseases, such as oncology and
immunology, and provides specialized infusion therapies offered in
convenient and clinically appropriate settings in all 50 states and
Washington, D.C. The combination will support improved health
outcomes and reduced prescription drug costs while helping lower
the overall total cost of care.
“With its focus in specialty and infusion services, Diplomat has
a proven track record of solving the unique challenges facing
patients with complex health care needs,” said John Prince, chief
executive officer of OptumRx. “This combination will expand the
innovative specialty pharmacy and infusion solutions OptumRx can
offer to the consumers and clients we serve, helping ensure people
get the right medications and services at the right time, in the
right setting.”
The transaction was unanimously approved by the Board of
Directors of Diplomat.
“Our Board of Directors carefully considered a variety of
strategic options and concluded that joining OptumRx is in the best
interests of our shareholders, employees and the clients and
patients we serve,” said Brian Griffin, chairman and chief
executive officer of Diplomat.
“Since co-founding the company in 1975 with my father, I have
had the honor of helping to transform Diplomat into a specialty
pharmacy services leader,” said Diplomat co-founder and chairman
emeritus Philip R. Hagerman, RPh. “This combination will create
significant value for Diplomat’s specialty pharmacy consumers and
clients, and I look forward to the combined companies’ future
success.”
Mr. Hagerman and certain persons and entities affiliated with
Mr. Hagerman own approximately 23% of the outstanding common stock
of Diplomat, and have agreed to tender their shares in connection
with the offer.
About Diplomat
Diplomat, through its specialty pharmacy and infusion services,
helps people with complex and chronic health conditions in all 50
states and Washington, D.C., partnering with payers, providers,
hospitals, manufacturers, and more. Diplomat opened its doors in
1975 as a neighborhood pharmacy with one essential tenet: “Take
good care of patients and the rest falls into place.” Today, that
tradition continues — always focused on improving patient care. For
more information, visit diplomat.is.
About OptumRx
OptumRx is an innovative pharmacy care services company managing
the prescription drug benefits of commercial, Medicare, Medicaid
and other government health plans, as well as those of employers
and unions through a national network of 67,000 community
pharmacies. OptumRx is part of Optum, a leading information and
technology-enabled health services business with more than 135,000
people worldwide dedicated to making the health system work better
for everyone. Optum is part of UnitedHealth Group (NYSE:UNH). Visit
www.optum.com for more information about OptumRx.
Additional Information
The tender offer described herein has not yet commenced, and
this press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Diplomat common stock.
At the time the tender offer is commenced, UnitedHealth Group and
Denali Merger Sub, Inc. will file a tender offer statement on
Schedule TO and related materials, including an offer to purchase,
a letter of transmittal and other offer documents, with the U.S.
Securities and Exchange Commission (“SEC”), and Diplomat will file
with the SEC a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. UnitedHealth Group, Denali
Merger Sub, Inc. and Diplomat intend to mail these documents to the
shareholders of Diplomat. INVESTORS AND Diplomat SHAREHOLDERS ARE
URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS
(INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE MAKING A DECISION TO TENDER
THE SHARES. These documents (once they become available) will be
available free of charge on the SEC’s website at www.sec.gov. In
addition, these materials will be available at no charge by
directing such requests to D.F. King & Co., Inc., the
information agent for the tender offer, at (212) 269-5550 for banks
and brokers or (866) 829-0135 for all others, or by email at
DPLO@dfking.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, including, without
limitation, statements relating to the expected benefits of the
proposed transaction and the timing of the closing of the proposed
transaction. Generally, our use of words such as “expect,”
“estimate,” “believe,” “anticipate,” “should,” “will,” “forecast,”
“plan,” “project,” “assume” or similar words of futurity identify
such forward-looking statements. You should not place undue
reliance on these statements. These statements are based on current
expectations, forecasts and assumptions of UnitedHealth Group and
Diplomat that are subject to risks and uncertainties that could
cause actual outcomes and results to differ materially from those
statements. Risks and uncertainties include, among others, the risk
that the conditions to the offer or the merger set forth in the
merger agreement will not be satisfied or waived, including the
receipt of regulatory clearances related to the merger;
uncertainties as to the timing of the tender offer and merger,
including that the offer and merger will not close within the
anticipated time periods, or at all; uncertainties as to how many
Diplomat shareholders will tender their shares in the offer; the
risk that competing offers will be made; changes in either
companies’ businesses during the period between now and the closing
of the proposed transaction; the successful integration of Diplomat
into UnitedHealth Group’s business subsequent to the closing of the
proposed transaction; the risk that the strategic benefits,
synergies or opportunities expected from the proposed transaction
may not be realized or may take longer than expected to be
realized; adverse reactions to the proposed transaction by
employees, customers, suppliers or strategic partners, including
pharmaceutical manufacturers, wholesale distributors, retail
pharmacies and third party-payers; dependence on key personnel and
customers; management of growth and organizational change; risks
associated with litigation; competitive actions in the marketplace;
and regulatory actions or delays or government regulation
generally, including potential regulatory actions or delays
relating to the completion of the proposed transaction; as well as
other factors detailed in UnitedHealth Group and Diplomat’s filings
with the SEC, including UnitedHealth Group’s Annual Report on Form
10-K for the year ended December 31, 2018 and subsequent SEC
filings, and Diplomat’s Annual Report on Form 10-K for the year
ended December 31, 2018 and subsequent SEC filings. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those set forth in the forward looking statements.
There can be no guarantee that the proposed transaction described
in this announcement will be completed on the currently proposed
terms or at all at any particular time. There also can be no
guarantee that UnitedHealth Group will achieve any particular
future financial results as a result of the proposed transaction,
or that UnitedHealth Group will be able to realize any of the
potential strategic benefits, synergies or opportunities as a
result of the proposed transaction. UnitedHealth Group is providing
the information in this press release as of this date and does not
undertake any obligation to update any forward-looking statements
as a result of new information, future events or otherwise, except
as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191209005205/en/
Media: Drew Krejci 952-205-6652 drew.krejci@optum.com
Media: Jennifer Pavlovich 810-768-9282
jpavlovich@diplomat.is
Investors: Brett Manderfeld 952-936-7216
brett_manderfeld@uhg.com
Investors: Terri Anne Powers 312-889-5244
tpowers@diplomat.is
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