District Court Denies Request to Enjoin Acquisition of Change Healthcare Inc. by UnitedHealth Group Incorporated: Change Healthcare Inc: Announces Special Cash Dividend
September 20 2022 - 5:15PM
Business Wire
Yesterday, the U.S. District Court for the District of Columbia
issued an opinion and final appealable order denying the request
made by the U.S. Department of Justice and the States of New York
and Minnesota for the Court to enjoin UnitedHealth Group
Incorporated (NYSE: UNH) (“UnitedHealth Group”) from acquiring
Change Healthcare Inc. (Nasdaq: CHNG) (the “Company” or “Change
Healthcare”) pursuant to the proposed merger (the “Merger”) between
the Company and a wholly owned subsidiary of UnitedHealth Group,
which will result in the combination of the Company and Optum
Insight, a part of UnitedHealth Group. The opinion and final
appealable order also require UnitedHealth Group and the Company to
divest ClaimsXten to TPG Capital as proposed by UnitedHealth Group
and the Company.
Today, the Company announced that it has declared a one-time
special dividend of $2.00 in cash per each issued and outstanding
share of common stock of the Company. The special dividend will be
paid to stockholders of record of the Company’s common stock as of
immediately prior to the effective time of the Merger which
pursuant to Nasdaq requirements will occur no less than ten (10)
days from today, subject to the satisfaction of closing conditions.
The special dividend will be payable on or about the first business
day following the closing of the Merger.
About Change Healthcare
Change Healthcare is a leading healthcare technology company,
focused on insights, innovation, and accelerating the
transformation of the U.S. healthcare system through the power of
the Change Healthcare platform. Change Healthcare provides data and
analytics-driven solutions to improve clinical, financial,
administrative, and patient engagement outcomes in the U.S.
healthcare system. Learn more at changehealthcare.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations and
businesses of Change Healthcare. Some of these statements can be
identified by terms and phrases such as “anticipate,” “believe,”
“intend,” “estimate,” “expect,” “continue,” “could,” “should,”
“may,” “plan,” “project,” “predict” and similar expressions. Change
Healthcare cautions readers of this press release that such
“forward looking statements,” including without limitation, those
relating to the timing of the proposed merger, the one-time cash
dividend and Change Healthcare’s future business prospects,
revenue, working capital, liquidity, capital needs, interest costs
and income, wherever they occur in this press release or in other
statements attributable to Change Healthcare, are necessarily
estimates reflecting the judgment of Change Healthcare’s senior
management and involve a number of risks and uncertainties that
could cause actual results to differ materially from those
suggested by the “forward looking statements.”
Factors that could cause Change Healthcare’s actual results to
differ materially from those expressed or implied in such
forward-looking statements include, but are not limited to, the
inability to complete the proposed merger due to the failure to
satisfy the conditions to the completion of the proposed merger,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; risks
related to disruption of management’s attention from Change
Healthcare’s ongoing business operations due to the transaction;
the effect of the announcement of the proposed merger on Change
Healthcare’s operations, results and business generally; the risk
that the proposed merger will not be consummated in a timely
manner, exceeding the expected costs of the merger; the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; macroeconomic and industry
trends and adverse developments in the debt, consumer credit and
financial services markets; uncertainty and risks related to the
impact of the COVID-19 pandemic (including the rise of COVID-19
variant strains such as the Delta and Omicron variants) on the
national and global economy, Change Healthcare’s business,
suppliers, customers, and employees; Change Healthcare’s ability to
retain and recruit key management personnel and other talent
(including while the proposed merger is pending); Change
Healthcare’s ability to retain or renew existing customers and
attract new customers; Change Healthcare’s ability to connect a
large number of payers and providers; Change Healthcare’s ability
to provide competitive services and prices while maintaining its
margins; further consolidation in Change Healthcare’s end-customer
markets; Change Healthcare’s ability to effectively manage its
costs; Change Healthcare’s ability to effectively develop and
maintain relationships with its channel partners; Change
Healthcare’s ability to timely develop new services and improve
existing solutions; Change Healthcare’s ability to deliver services
timely without interruption; a decline in transaction volume in the
U.S. healthcare industry; Change Healthcare’s ability to maintain
access to its data sources; Change Healthcare’s ability to maintain
the security and integrity of its data; Change Healthcare’s
reliance on key management personnel; Change Healthcare’s ability
to manage and expand its operations and keep up with rapidly
changing technologies; the ability of outside service providers and
key vendors to fulfill their obligations to Change Healthcare;
risks related to international operations; Change Healthcare’s
ability to protect and enforce its intellectual property, trade
secrets and other forms of unpatented intellectual property; Change
Healthcare’s ability to defend its intellectual property from
infringement claims by third parties; government regulation and
changes in the regulatory environment; changes in local, state,
federal and international laws and regulations, including related
to taxation; economic and political instability in the U.S. and
international markets where Change Healthcare operates; the
economic impact of escalating global tensions, including the
conflict between Russia and Ukraine, and the adoption or expansion
of economic sanctions or trade restrictions; litigation or
regulatory proceedings; losses against which Change Healthcare does
not insure; Change Healthcare’s ability to make acquisitions and
integrate the operations of acquired businesses; Change
Healthcare’s ability to make timely payments of principal and
interest on its indebtedness; Change Healthcare’s ability to
satisfy covenants in the agreements governing its indebtedness;
Change Healthcare’s ability to maintain liquidity; the potential
dilutive effect of future issuance of shares of Change Healthcare’s
common stock; the impact of anti-takeover provisions in Change
Healthcare’s organizational documents and under Delaware law, which
may discourage or delay acquisition attempts, and other risks. For
a more detailed discussion of these factors, see the information
under the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in
Change Healthcare’s most recent Annual Report on Form 10-K filed
with the Securities and Exchange Commission (“SEC”) on May 26, 2022
as such factors may be updated from time to time in our periodic
filings with the SEC.
Change Healthcare’s forward-looking statements speak only as of
the date of this press release or as of the date they are made.
Change Healthcare disclaims any intent or obligation to update any
“forward looking statement” made in this press release to reflect
changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.
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David Elliott Enterprise Strategy & Investor Relations
205-907-5540 daelliott@changehealthcare.com
Katherine Wojtecki External Communications 630-624-9142
Katherine.Wojtecki@changehealthcare.com
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