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Amedisys Announces Receipt of Unsolicited Proposal From Optum

Amedisys Board Determines Optum Proposal Could Reasonably be Expectedto Result in a Superior Proposal Amedisys Engaging in Discussions with Optum BATON ROUGE,

articleOption Care Health, Inc.June 5, 20233/company/option-care-health-inc/news/amedisys-announces-receipt-of-unsolicited-proposal-from-optum-2023-06-05
Amedisys Announces Receipt of Unsolicited Proposal From Optum

About this update from Option Care Health, Inc.

[{"type":"text","content":"Amedisys Board Determines Optum Proposal Could Reasonably be Expectedto Result in a Superior Proposal Amedisys Engaging in Discussions with Optum BATON ROUGE, La., June 05, 2023 (GLOBE NEWSWIRE) -- 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 Pro...

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