| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 26, 2023, Amedisys, Inc.,
a Delaware corporation ("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.
The board of directors of
each of Amedisys and Merger Sub has approved the Merger Agreement and the transactions contemplated thereby.
Merger Consideration
Subject to the terms and conditions
set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Amedisys
common stock issued and outstanding (excluding shares held by Amedisys as treasury stock or owned by UnitedHealth Group or Merger Sub
or any of their respective subsidiaries, in each case, immediately prior to the Effective Time) will be converted into the right to receive
$101 per share in cash, without interest (the “Per Share Merger Consideration” and the total amount to be paid, the
"Merger Consideration"), less any applicable withholding taxes.
Pursuant to the terms of the
Merger Agreement, as of the Effective Time, each outstanding time-based vesting Amedisys restricted stock unit award (each, an "Amedisys
RSU") and Amedisys option to purchase shares of Amedisys common stock (each, an "Amedisys Option"), each as
held by Amedisys employees, will be converted into an equivalent restricted stock unit award or option, as applicable, of UnitedHealth
Group relating to the number of shares of UnitedHealth Group common stock (each, a "Converted RSU" or a "Converted
Option", as applicable) equal to (1) the number of shares of Amedisys common stock subject to such Amedisys RSU or Amedisys
Option immediately prior to the Effective Time, multiplied by (2) the Per Share Merger Consideration divided by the
volume-weighted average of the closing sale prices per share of UnitedHealth Group common stock on the New York Stock Exchange on each of the five full consecutive
trading days ending on and including the third business day prior to the closing date (such calculation described in (2), the “Equity
Award Exchange Ratio”), rounded to the nearest whole number of shares of UnitedHealth Group common stock. A Converted Option
will have an exercise price per share equal to (1) the exercise price per share of the equivalent Amedisys Option immediately prior
to the Effective Time divided by (2) the Equity Award Exchange Ratio, rounded to the nearest whole cent. In addition, each
Amedisys performance-based vesting restricted stock unit award (each, an "Amedisys PSU") held by Amedisys employees will
be converted into an equivalent restricted stock unit award of UnitedHealth Group relating to the number of shares of UnitedHealth Group
common stock (each, a "Converted PSU") equal to (1) the number of shares of Amedisys common stock subject to such
Amedisys PSU immediately prior to the Effective Time, multiplied by (2) the Equity Award Exchange Ratio, assuming achievement
at target performance with respect to any Amedisys PSU for which the level of performance-vesting has not yet been determined, rounded
to the nearest whole number of shares of UnitedHealth Group common stock. Each Converted RSU Award, Converted Option and Converted PSU
Award shall have the same terms and conditions (including any double-trigger protections but excluding any performance-based vesting conditions)
that applied to the corresponding Amedisys RSU, Amedisys Option or Amedisys PSU immediately prior to the Effective Time (other than any
other terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or other immaterial or administrative
or ministerial changes).
Pursuant to the terms of the
Merger Agreement, as of the Effective Time, each Amedisys RSU held by a current or former non-employee director of Amedisys (each, a “Director
RSU”) that is outstanding as of immediately prior to the Effective Time shall be cancelled and only entitle such holder to receive
(without interest) an amount in cash equal to the product of (1) the number of shares of Amedisys common stock subject to such Director
RSU Award immediately prior to the Effective Time and (2) the Per Share Merger Consideration.
Conditions to the Merger
The completion of the
Merger is subject to certain conditions, including: (1) the adoption of the Merger Agreement by Amedisys stockholders,
(2) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, (3) the receipt of other required regulatory approvals, (4) the absence of any order or law that has the
effect of enjoining or otherwise prohibiting the completion of the Merger, (5) the expiration or termination of the applicable
waiting period under applicable antitrust law without the imposition of a Burdensome Condition (as defined in the Merger Agreement),
(6) subject to certain exceptions, the accuracy of the representations and warranties of the other party and
(7) performance by each party of its respective obligations under the Merger Agreement.
Certain Other Terms of the Merger Agreement
The Merger Agreement includes
customary representations, warranties and covenants of Amedisys and UnitedHealth Group. Between the date of execution of the Merger Agreement
and the Effective Time, Amedisys has agreed to use its reasonable best efforts to carry on its respective businesses in all material respects
in the ordinary course, consistent with past practice, and to preserve its business organization and relationships with customers, suppliers,
licensors, licensees and other third parties, and to comply with certain operating covenants.
In addition, Amedisys has
agreed not to, and to cause its affiliates and its and their representatives not to, solicit, initiate or knowingly encourage or take
any other action to knowingly facilitate any third-party acquisition proposals, and has agreed to certain restrictions on its and its
affiliates' and its and their representatives' ability to respond to any such proposals. Subject to certain exceptions, each of Amedisys
and UnitedHealth Group has agreed to use reasonable best efforts to cause the Merger to be completed.
The Merger Agreement
also contains certain customary termination rights, whereby the parties may terminate the Merger Agreement (i) by mutual
written consent, (ii) if a governmental authority of competent jurisdiction issues a final, non-appealable order prohibiting
the consummation of the Merger, (iii) if the Merger has not been successfully completed by June 25, 2024 (the "Outside
Date") (or, if the Outside Date is extended pursuant to the terms of the Merger Agreement, December 27, 2024), and
(iv) following a breach by the other party of its representations or warranties or covenants contained in the Merger Agreement
that would result in a failure of a condition to the closing of the Merger, subject to cure rights. In addition, (A) Amedisys
may terminate the Merger Agreement, subject to certain conditions, to enter into a definitive agreement with a third party with
respect to an Amedisys Superior Proposal (as defined in the Merger Agreement), (B) UnitedHealth Group may terminate the Merger
Agreement if the board of directors of Amedisys makes an Amedisys Recommendation Change (as defined in the Merger Agreement) or
Amedisys or its subsidiaries has materially breached their obligations described in the first sentence of the immediately preceding
paragraph and (C) either party may terminate the Merger Agreement in the event that Amedisys fails to obtain the required vote
from its stockholders adopting the Merger Agreement. If the Merger Agreement is terminated (w) due to an Amedisys
Recommendation Change or due to failure to obtain the required vote from Amedisys's stockholders adopting the Merger Agreement at a
time when UnitedHealth Group could have terminated the Merger Agreement due to an Amedisys Recommendation Change (x) due to a
material breach by Amedisys or its subsidiaries of their obligations described in the first sentence of the immediately preceding
paragraph, (y) under certain circumstances, where a proposal for an alternative transaction has been made to a party and,
within 12 months following termination, such party enters into a definitive agreement providing for an alternative transaction or
consummates an alternative transaction or (z) due to Amedisys entering into a definitive agreement with a third party with
respect to an Amedisys Superior Proposal prior to Amedisys obtaining the required vote from its stockholders, Amedisys will, in each
case, be required to pay to UnitedHealth Group a termination fee of $125,000,000. If the Merger Agreement is terminated because the
Merger has not been successfully completed by the Outside Date due to failure to obtain approvals under antitrust laws, subject to
certain conditions or due to any order or law that has the effect of enjoining or otherwise prohibiting the completion of the Merger
under antitrust laws, then, in each case, UnitedHealth Group will be required to pay to Amedisys a fee of $144,000,000.
A copy of the Merger Agreement
is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.
The representations, warranties
and covenants set forth in the Merger Agreement have been made only for the purposes of that agreement and solely for the benefit of the
parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these
matters as facts, as well as by information contained in each party's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In
addition, such representations and warranties (1) will not survive completion of the Merger and cannot be the basis for any claims
under the Merger Agreement by the other party after termination of the Merger Agreement, except as a result of fraud or willful breach, and (2) were
made only as of the dates specified in the Merger Agreement. Accordingly, the Merger Agreement is included with this filing only to provide
investors with information regarding the terms of the Merger Agreement and not to provide investors with any other factual information
regarding the parties or their respective businesses.
| Item 1.02. | Termination of a Material Definitive Agreement. |
As
previously disclosed in Amedisys’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(the “SEC”) on May 3, 2023, Amedisys entered into an Agreement and
Plan of Merger on May 3, 2023 (the “OPCH Merger Agreement”) with
Option Care Health, Inc., a Delaware corporation (“OPCH”) and
Uintah Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OPCH (“OPCH
Merger Sub”).
Termination of OPCH
Merger Agreement
On
June 26, 2023, Amedisys, OPCH and OPCH Merger Sub entered into a Termination Agreement (the “Termination Agreement”),
pursuant to which the parties thereto agreed to terminate the OPCH Merger Agreement, effective upon receipt by OPCH of a $106 million
termination fee payable by, or on behalf of, Amedisys and only if the payment of such termination fee is received by OPCH within 24 hours
of the execution of the Termination Agreement. The Termination Agreement also provides for the mutual release by the parties of all claims
against the other parties based upon, arising from, in connection with or relating to the OPCH Merger Agreement.
A copy of the Termination
Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing
description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Termination Agreement.