Important Information
The following communications relate to the proposed acquisition of Change Healthcare Inc., a Delaware corporation (the Company) by
UnitedHealth Group Incorporated, a Delaware corporation (UnitedHealth Group), pursuant to the Agreement and Plan of Merger, dated as of January 5, 2021, by and among the Company, UnitedHealth Group and Cambridge Merger Sub Inc., a
wholly owned subsidiary of UnitedHealth Group.
On January 11, 2021, the Company distributed a video message of Dave Wichmann, the
Chief Executive Officer of UnitedHealth Group, to certain employees of the Company, a transcript of which is set forth below and filed herewith pursuant to Rule 14a-12.
Forward-Looking Statements
This communication 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 communication that such forward looking statements, including without limitation, those relating to the timing of the proposed merger and Change
Healthcares future business prospects, revenue, working capital, liquidity, capital needs, interest costs and income, wherever they occur in this communication or in other statements attributable to Change Healthcare, are necessarily estimates
reflecting the judgment of Change Healthcares 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 Healthcares actual results to differ materially from those expressed or implied in such forward-looking statements
include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder
approval for the proposed merger or the failure to satisfy other conditions to 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 managements attention from Change Healthcares ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on Change Healthcares relationships with its
customers, operating 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; Change Healthcares ability to retain or renew existing customers and
attract new customers; 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 on the national and global economy, Change Healthcares business, suppliers, customers, and employees; Change Healthcares ability to connect a large number of payers and providers; Change Healthcares ability to provide
competitive services and prices while maintaining its margins; further consolidation in end-customer markets; Change Healthcares ability to effectively manage costs; Change Healthcares ability to
effectively develop and maintain relationships with channel partners; a decline in transaction volume in the U.S. healthcare industry; Change Healthcares ability to timely develop new services and the markets willingness to adopt new
services; Change Healthcares ability to maintain access to its data sources; Change Healthcares ability to maintain the security and integrity of its data; Change Healthcares ability to deliver services timely without interruption;
Change Healthcares ability to make acquisitions and integrate the operations of acquired businesses; government regulation and changes in the regulatory environment; economic and political instability in the U.S. and international markets
where Change Healthcare operates; risks related to international operations; the ability of outside service providers and key vendors to fulfill their obligations to Change Healthcare; litigation or regulatory proceedings; Change Healthcares
ability to protect and enforce its intellectual property, trade secrets and other forms of unpatented intellectual property; Change Healthcares ability to defend its intellectual property from infringement claims by third parties; changes in
local, state, federal and international laws and regulations, including related to taxation; Change Healthcares reliance on key management personnel; Change Healthcares ability to manage and expand its operations and keep up with rapidly
changing technologies; our adoption of new, or amendments to existing, accounting standards; losses against which Change Healthcare does not insure; Change Healthcares ability to make timely payments of principal and interest on its
indebtedness; Change Healthcares ability to satisfy covenants in the agreements governing its indebtedness; Change Healthcares ability to maintain liquidity, and other risks. For a more detailed discussion of these factors, see the
information under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in Change Healthcares most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on June 4, 2020, and in Change Healthcares most recent Quarterly Report on
Form 10-Q filed with the SEC on November 5, 2020.
Change Healthcares forward-looking statements
speak only as of the date of this communication or as of the date they are made. Change Healthcare disclaims any intent or obligation to update any forward looking statement made in this communication to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over time.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of Change Healthcare by UnitedHealth Group. In connection with
the proposed merger transaction, Change Healthcare will file with the SEC and furnish to Change Healthcares stockholders a proxy statement and other relevant documents. This filing does not constitute a solicitation of any vote or approval.
Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain
important information about the proposed merger.
Investors will be able to obtain free of charge the proxy statement and other documents filed with the
SEC at the SECs website at https://www.sec.gov. In addition, the proxy statement and Change Healthcares annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange
Act of 1934 are available free of charge through Change Healthcares website at https://ir.changehealthcare.com. as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
The directors, executive officers and certain other members of management and employees of Change Healthcare may be deemed participants in the
solicitation of proxies from stockholders of Change Healthcare in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of Change
Healthcare in connection with the proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Companys executive officers and directors in its Annual
Report on Form 10-K for the fiscal year ended March 31, 2020 and in its definitive proxy statement filed with the SEC on Schedule 14A on July 16, 2020.