Accelerates work to improve outcomes and
experiences and lower the cost of health care
Optum, a diversified health services company and part of
UnitedHealth Group (NYSE: UNH), and Change Healthcare (NASDAQ:
CHNG), a health care technology leader, have agreed to combine.
Change Healthcare will join with OptumInsight to provide software
and data analytics, technology-enabled services and research,
advisory and revenue cycle management offerings to help make health
care work better for everyone.
This combination unites two technology and service companies
focused on serving health care. Their combined capabilities will
more effectively connect and simplify core clinical, administrative
and payment processes - resulting in better health outcomes and
experiences for everyone, at lower cost. Change Healthcare brings
key technologies, connections and advanced clinical decision,
administrative and financial support capabilities, enabling better
workflow and transactional connectivity across the health care
system. Optum brings modern analytics, comprehensive clinical
expertise, innovative technologies and extensive experience in
improving operational and clinical performance.
“Together we will help streamline and inform the vital clinical,
administrative and payment processes on which health care providers
and payers depend to serve patients,” said Andrew Witty, President
of UnitedHealth Group and CEO of Optum. “We’re thrilled to welcome
Change Healthcare’s highly skilled team to create a better future
for health care.”
“This opportunity is about advancing connectivity and
accelerating innovations and efficiencies essential to a simpler,
more intelligent and adaptive health system. We share with Optum a
common mission and values and importantly, a sense of urgency to
provide our customers and those they serve with the more robust
capacities this union makes possible,” said Neil de Crescenzo,
President and CEO of Change Healthcare. Upon closing, Mr. de
Crescenzo will serve as OptumInsight’s chief executive officer,
leading the combined organization.
Some of the key opportunities to enhance the health care system
include:
- The combined company will help clinicians make the most
informed and clinically advanced patient care decisions, more
quickly and easily. Change Healthcare brings widely adopted
technology for integrating evidence-based clinical criteria
directly into the clinician’s workflow, while Optum’s clinical
analytics expertise and Individual Health Record can strengthen the
evidence base needed to deliver effective clinical decision support
at the point of care. This can ensure appropriate sites of care and
consistently achieve the best possible health, quality and cost
outcomes.
- Complexities across the health system result in significant
levels of administrative waste. The combined company will be well
positioned to make health care simpler, more efficient and more
effective. A key opportunity is to enhance with insights drawn from
billions of claims transactions using Change Healthcare’s
intelligent health care network, combined with Optum’s advanced
data analytics. This will support significantly faster, more
informed and accurate services and processing.
- Change Healthcare’s payment capacities combined with Optum’s
highly automated payment network will simplify financial
interactions among care providers, payers and consumers and
accelerate the movement to a more modern, real-time and transparent
payment system. This will ensure physicians get paid more quickly,
accurately and reliably, and provide consumers the same simplicity
and convenience managing their health care finances they experience
with other transactions. Change Healthcare brings deep patient
communication capabilities, engaging more than 200 million unique
individuals each year. Integrating these engagements with people’s
health financial benefits will make it simpler for consumers and
enhance alignment with incentive programs which reward healthy
behaviors.
“Change Healthcare has made significant progress executing its
strategic objectives, including advancing innovation, accelerating
growth and improving the effectiveness of the U.S. health system,”
said Howard Lance, Chairman of the Board of Directors of Change
Healthcare. “We are delighted to have in Optum a partner that
shares a common vision of creating a better future for health care
for the people and communities we serve and see this combination as
in the best interests of all of our stakeholders.”
The agreement calls for the acquisition of Change Healthcare’s
common stock for $25.75 per share in cash and is expected to close
in the second half of 2021, subject to Change Healthcare
shareholders’ approval, regulatory approvals and other customary
closing conditions. Private equity funds affiliated with The
Blackstone Group, which own approximately 20% of the common stock
of Change Healthcare, have agreed to vote the shares they control
in favor of the combination.
The acquisition is expected to be accretive to UnitedHealth
Group’s net and adjusted earnings per share by approximately $0.20
and $0.50 respectively in 2022, advancing strongly in subsequent
years, inclusive of investments to accelerate technology, system
and product integration and development activities to more quickly
deliver the value of this combination to all health care system
stakeholders. Adjusted earnings exclude from net earnings only the
after-tax non-cash amortization expense pertaining to
acquisition-related intangible assets.
About Optum
Optum is a leading information and technology-enabled health
services business dedicated to helping make the health system work
better for everyone. With more than 190,000 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). For more information, visit
www.Optum.com.
About Change Healthcare
Change Healthcare (NASDAQ: CHNG) is a leading independent
healthcare technology company, focused on accelerating the
transformation of the healthcare system through the power of the
Change Healthcare Platform. We provide data and analytics-driven
solutions to improve clinical, financial, administrative, and
patient engagement outcomes in the U.S. healthcare system. Learn
more at www.changehealthcare.com.
Additional Information and Where to Find It
The proposed transaction will be submitted to the stockholders
of CHNG for their consideration. This communication may be deemed
to be solicitation material in connection with the proposed
transaction. UNH and CHNG intend to file materials relevant to the
proposed transaction with the SEC, including CHNG’s proxy statement
on Schedule 14A. This communication is not a substitute for the
proxy statement or any other documents that CHNG may send to its
stockholders in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISIONS, CHNG’s STOCKHOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, INCLUDING THE PROXY STATEMENT FOR THE PROPOSED
TRANSACTION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Copies of the proxy statement and other
relevant materials, when filed, will be available free of charge on
the SEC’s web site at http://www.sec.gov or on CHNG’s website at
ir.changehealthcare.com.
Non-GAAP Financial Information
This press release presents non-GAAP financial information
provided as a complement to the results provided in accordance with
accounting principles generally accepted in the United States of
America (“GAAP”). A reconciliation of the non-GAAP financial
information to the most directly comparable GAAP financial measure
is included with the above earnings per share
disclosure.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may contain statements, estimates,
projections or guidance that constitute “forward-looking
statements” as defined under U.S. federal securities laws about the
proposed transaction. Generally, the words “believe,” “expect,”
“intend,” “estimate,” “anticipate,” “plan,” “project,” “should,”
“will” and similar expressions identify forward-looking statements,
which generally are not historical in nature. These statements are
based on current plans, estimates and expectations that are subject
to risks and uncertainties. We caution that actual results could
differ materially from expected results, depending on the outcome
of certain factors, including (i) the failure to satisfy the
conditions to the completion of the proposed transaction, including
approval of the proposed transaction by CHNG’s stockholders and the
receipt of regulatory approvals on the terms expected or on the
anticipated schedules; (ii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement; (iii) there may be a material adverse change
regarding CHNG or its business; (iv) the failure to complete or
receive the anticipated benefits from the proposed transaction,
including due to the failure to successfully integrate the
businesses and technologies; (v) revenues following the proposed
transaction may be lower than expected; (vi) operating costs,
customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected; (vii) the retention of certain key employees at CHNG;
(viii) the parties’ ability to meet expectations regarding the
timing, completion and accounting and tax treatments of the
proposed transaction; (ix) risks related to diverting management
attention from ongoing business operations; (x) the risk that any
regulatory approval, consent or authorization that may be required
for the proposed transaction is not obtained or is obtained subject
to conditions that are not anticipated; (xi) the outcome of any
legal proceedings that may be instituted against UNH or CHNG
related to the proposed transaction; (xii) there may be changes in
economic conditions, financial markets, interest rates, political
conditions or changes in federal or state laws or regulations;
(xiii) there may be changes in the market price of CHNG’s common
stock; (xiv) risks associated with public health crises,
large-scale medical emergencies and pandemics, such as the COVID-19
pandemic; and (xv) the other factors relating to UNH and CHNG
discussed in “Risk Factors” in their respective Annual Reports on
Form 10-K for the most recently ended fiscal year and in their
other filings with the Securities Exchange Commission (SEC), which
are available at http://www.sec.gov. The effects of the COVID-19
pandemic may give rise to risks that are currently unknown or
amplify the risks associated with many of these factors. Neither
UNH nor CHNG assumes any obligation to update or revise this
communication as a result of new information, future events or
otherwise, except as otherwise required by applicable law. Readers
are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
Participants in Solicitation
Change Healthcare and its directors and executive officers, and
UnitedHealth Group and its directors and executive officers, are
deemed to be participants in the solicitation of proxies from
stockholders of Change Healthcare in connection with the proposed
merger. Information about Change Healthcare’s directors and
executive officers and their ownership of Change Healthcare’s
common stock can be found in its Annual Report on Form 10-K for the
year ended March 31, 2020 filed with the SEC on June 4, 2020, in
its Definitive Proxy Statement for its 2020 Annual Meeting of
Stockholders filed with the SEC on July 16, 2020 and on Change
Healthcare’s website at www.changehealthcare.com. Information about
UnitedHealth Group’s directors and executive officers can be found
in its Annual Report on Form 10-K for the year ended December 31,
2019 filed with the SEC on February 14, 2020, in its Definitive
Proxy Statement for its 2020 Annual Meeting of Stockholders filed
with the SEC on April 17, 2020 and on UnitedHealth Group’s website
at http://www.unitedhealthgroup.com. Investors may obtain
additional information regarding the interest of such participants
by reading the proxy statement and other materials to be filed with
the SEC in connection with proposed merger when they become
available.
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version on businesswire.com: https://www.businesswire.com/news/home/20210106005286/en/
Media: Gwen Holliday 202-549-3429 gwen.m.holliday@Optum.com
Investors: Brett Manderfeld 952-936-7216
brett_manderfeld@uhg.com
Media: Katherine Wojtecki 630-624-9142
Katherine.Wojtecki@changehealthcare.com
Investors: Evan Smith, CFA 404-338-2225
Evan.Smith@changehealthcare.com
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