Amedisys (AMED) Announces Receipt of Unsolicited $100 Per Share Proposal From Optum (OPCH)

June 5, 2023 8:14 AM EDT

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.

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