UnitedHealth Group Incorporated (NYSE: UNH) today commenced an
exchange offer for all of the outstanding shares of Surgical Care
Affiliates, Inc. (NASDAQ: SCAI), a leading ambulatory surgery
center and surgical hospital provider, pursuant to the companies’
previously announced merger agreement dated Jan. 7, 2017.
Subject to the terms and conditions of the Offer, which is being
made through a wholly owned subsidiary of UnitedHealth Group, SCA
stockholders who validly tender their shares in the Offer will
receive, for each share of SCA common stock, cash and UnitedHealth
Group common stock valued at $57.00. The companies continue to
expect the merger to close in the first half of 2017.
The combination of SCA with OptumCare, the primary and urgent
care delivery services business part of Optum (UnitedHealth Group’s
services business), which works with more than 80 health plans,
will position the combined organization as a comprehensive provider
of ambulatory care services, while continuing expansion of SCA’s
network of ASCs and surgical hospitals in partnership with leading
health systems, medical groups and health payers. The combination
builds upon the two companies’ successful ambulatory surgery center
collaborations and expands OptumCare’s capabilities in outpatient
surgical procedures.
The Offer is scheduled to expire at 12:01 a.m., New York City
time on Tuesday, March 21, 2017, unless earlier extended or
terminated. The terms and conditions of the Offer are described in
the exchange offer documents, which will be mailed to SCA
stockholders and have been filed with the Securities and Exchange
Commission.
Upon satisfaction of the conditions to the Offer, and after the
shares tendered in the Offer are accepted for payment, UnitedHealth
Group and SCA intend, as soon as practicable, to effect a merger
pursuant to Section 251(h) of the Delaware General Corporation Law,
which does not require a vote of SCA’s stockholders, and which
would result in each outstanding share of SCA common stock not
tendered in the Offer (other than shares held by SCA in treasury or
by SCA stockholders who have validly exercised their appraisal
rights under Delaware law) being converted into the right to
receive the same consideration received for each SCA share accepted
in the Offer.
The Offer is subject to customary conditions, including the
tender by SCA stockholders of a number of shares of SCA common
stock that represents at least a majority of the outstanding shares
of SCA’s common stock and certain regulatory clearances. The
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act has expired, and accordingly this condition to the
Offer has been satisfied. No approval of the stockholders of SCA is
required in connection with the proposed transaction.
The board of directors of SCA has unanimously recommended that
SCA stockholders accept the Offer and tender their shares of SCA
common stock to UnitedHealth Group pursuant to the Offer.
Affiliates of TPG Capital, owning approximately 30 percent of the
common stock of SCA, have agreed to tender their shares as part of
the Offer. The merger agreement calls for the acquisition of SCA’s
outstanding common stock for a fixed price of $57.00 per share, to
be funded between 51 percent and 80 percent with UnitedHealth Group
common stock, with the final percentage to be determined at
UnitedHealth Group’s option and the remainder in cash.
In connection with the Offer, UnitedHealth Group today filed a
registration statement on Form S-4, which includes a
prospectus/offer to exchange and certain ancillary documentation,
which will be mailed to SCA stockholders, and a tender offer
statement on Schedule TO with the SEC. SCA has filed a
solicitation/recommendation statement on Schedule 14D-9 that will
also be mailed to SCA stockholders. These documents contain
important information about the Offer that should be read carefully
before any decision is made with respect to the Offer.
Requests for copies of the prospectus/offer to exchange, the
accompanying letter of transmittal and other exchange offer
materials may be directed to D.F. King & Co., Inc., the
information agent for the exchange offer, by phone toll-free at
(800) 431-9645 or by email at UNH@dfking.com.
About UnitedHealth
GroupUnitedHealth Group (NYSE: UNH) is a diversified
health and well-being company dedicated to helping people live
healthier lives and making the health system work better for
everyone. UnitedHealth Group offers a broad spectrum of products
and services through two distinct platforms: UnitedHealthcare,
which provides health care coverage and benefits services; and
Optum, which provides information and technology-enabled health
services. For more information, visit UnitedHealth Group at
www.unitedhealthgroup.com or follow @UnitedHealthGrp on
Twitter.
About OptumOptum is a
leading information and technology-enabled health services business
dedicated to helping make the health system work better for
everyone. With more than 100,000 people worldwide, Optum delivers
intelligent, integrated solutions that help to modernize the health
system and improve overall population health. Optum is part of
UnitedHealth Group (NYSE:UNH).
About SCASCA (NASDAQ: SCAI),
a leader in the outpatient surgery industry, strategically partners
with health plans, medical groups and health systems across the
country to develop and optimize surgical facilities. SCA operates
205 surgical facilities, including ambulatory surgery centers and
surgical hospitals, in partnership with approximately 3,000
physicians. For more information on SCA, visit
www.scasurgery.com.
Cautionary Note Concerning
Forward-Looking StatementsThis communication may contain
statements that constitute “forward-looking statements,” including,
for example, information related to UnitedHealth Group, SCA and the
proposed acquisition of SCA by UnitedHealth Group. Generally the
words “believe,” “expect,” “intend,” “estimate,” “anticipate,”
“plan,” “project,” “should” and similar expressions identify
forward-looking statements, which generally are not historical in
nature. Such statements reflect the current analysis of existing
information and involve substantial risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied by such statements. The following factors,
among others, could cause actual results to differ materially from
those described in these forward-looking statements:
the possibility that various conditions to the consummation of
the UnitedHealth Group exchange offer and mergers may not be
satisfied or waived, including the receipt of regulatory clearances
related to the mergers; uncertainty as to how many shares of SCA
common stock will be tendered into the UnitedHealth Group exchange
offer; the risk that the UnitedHealth Group exchange offer and
mergers will not close within the anticipated time periods, or at
all; the failure to complete or receive the anticipated benefits
from UnitedHealth Group’s acquisition of SCA; the possibility that
the parties may be unable to successfully integrate SCA’s
operations into those of UnitedHealth Group; such integration may
be more difficult, time-consuming or costly than expected; customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients, suppliers or physicians) may be greater than
expected following the transaction; the retention of certain key
employees at SCA may not be achieved; the parties may be unable to
meet expectations regarding the timing, completion and accounting
and tax treatments of the transactions; the effects of local and
national economic, credit and capital market conditions; and the
other risks and uncertainties relating to UnitedHealth Group and
SCA described in their respective Annual Reports on Form 10-K for
the fiscal year ended December 31, 2016, and in their subsequent
Current Reports on Form 8-K, all of which are filed with the U.S.
Securities and Exchange Commission (the “SEC”) and available at
www.sec.gov.
UnitedHealth Group and SCA assume no obligation to update the
information in this communication, except as otherwise required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements or information, which speak only as of
the date hereof.
Additional Information and Where to
Find ItThis communication relates to a pending business
combination transaction between UnitedHealth Group and SCA. This
communication is for informational purposes only and is neither an
offer to sell or exchange, nor a solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
UnitedHealth Group has filed today a registration statement on
Form S-4 related to the transaction with the SEC and may file
amendments thereto. UnitedHealth Group and a wholly-owned
subsidiary of UnitedHealth Group filed today a tender offer
statement on Schedule TO (including a prospectus/offer to exchange,
a related letter of transmittal and other exchange offer documents)
related to the transaction with the SEC and may file amendments
thereto. SCA has filed a solicitation/recommendation statement on
Schedule 14D-9 with the SEC and may file amendments thereto. SCA
and UnitedHealth Group may also file other documents with the SEC
regarding the transaction. This communication is not a substitute
for any registration statement, Schedule TO, Schedule 14D-9 or any
other document which SCA or UnitedHealth Group has filed or may
file with the SEC in connection with the transaction. Investors and
security holders are urged to read the registration statement, the
Schedule TO (including the prospectus/offer to exchange, related
letter of transmittal and other exchange offer documents), the
solicitation/recommendation statement on Schedule 14D-9 and the
other relevant materials with respect to the transaction carefully
and in their entirety before making any decision regarding
exchanging their shares, because they contain important information
about the transaction. The prospectus/offer to exchange, the
related letter of transmittal and certain other exchange offer
documents, as well as the solicitation/recommendation statement,
will be made available to all holders of SCA’s stock at no expense
to them. The exchange offer materials and the
solicitation/recommendation statement are available for free at the
SEC’s website at www.sec.gov. Additional copies of the exchange
offer materials and the solicitation/recommendation statement may
be obtained for free by contacting UnitedHealth Group’s Investor
Relations department at (800) 328-5979. Additional copies of the
solicitation/recommendation statement may be obtained for free by
contacting SCA’s Investor Relations department at (800)
768-0094.
In addition to the SEC filings made in connection with the
transaction, each of UnitedHealth Group and SCA files annual,
quarterly and current reports and other information with the SEC.
You may read and copy any reports or other such filed information
at the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. UnitedHealth Group’s and
SCA’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
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version on businesswire.com: http://www.businesswire.com/news/home/20170221006755/en/
UnitedHealth Group Contacts:Investors:John Penshorn,
952-936-7214Senior Vice PresidentorBrett Manderfeld,
952-936-7216Vice PresidentorMedia:Tyler Mason, 424-333-6122Vice
PresidentTyler.Mason@uhg.com
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