The foregoing description of the Support Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Support Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
(c) Not applicable.
(d) Pursuant to the terms of the Merger Agreement, the members of the board of directors of Merger Sub immediately prior to the Effective Time will
become the directors of the Surviving Corporation immediately following the Effective Time, and the individuals designated by UNH in writing prior to the Effective Time will become the officers of the Surviving Corporation immediately following the
Effective Time.
(e) Under the terms of the Merger Agreement, except as otherwise set forth therein, the Company may not, among other things:
(i) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (including with respect to the Company, for the avoidance of doubt, Shares), except
for cash dividends paid by any subsidiary to the Company or to any other subsidiary of the Company, or (ii) solely with respect to the Company and its material subsidiaries, reclassify, split, combine, subdivide or redeem, purchase or
otherwise acquire or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock (including, for the avoidance of
doubt, Shares).
(f) If the Merger is consummated, the Company will become a direct wholly-owned subsidiary of UNH.
(g) Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Surviving Corporation will be amended and restated at the Effective
Time to read in its entirety as set forth in Annex B to the Merger Agreement and the bylaws of the Surviving Corporation will be amended and restated at the Effective Time to read in their entirety as the bylaws of Merger Sub as in effect
immediately prior to the Effective Time, except that references to Merger Subs name shall be replaced with references to the Surviving Corporations name.
(h) (i) UNH intends to cause the Shares and the 6.00% tangible equity units of the Company listed on the Nasdaq Global Select Market under the trading
symbol CHNGU to be delisted from the Nasdaq Global Select Market and deregistered under the Act, as promptly as practicable after the Effective Time.
(j) Except as set forth in this Schedule 13D or as contemplated by the Merger Agreement or the Support Agreement, neither UNH nor, to the knowledge of UNH,
any of the persons listed on Schedule A hereto, has any present plans or proposals which relate to, or may result in, any of the matters described in Item 4(a) (j) of Schedule 13D (although UNH reserves the right to develop
such plans or proposals).
Item 5. Interest in Securities of the Issuer.
(a) (b) Other than those Shares that may be deemed to be beneficially owned by operation of the Support Agreement, UNH does not beneficially own any
Shares. As a result of entering into the Support Agreement, UNH may be deemed to possess shared voting power to vote up to 59,046,102 Shares with respect to certain matters described in Item 4 above, and thus, UNH may be deemed to be the beneficial
owner of up to 59,046,102 Shares, or approximately 19.3% of the outstanding Shares (calculated in accordance with Rule 13d-3). The foregoing beneficial ownership calculations are based on 305,612,624 Shares
outstanding as of December 31, 2020, as represented by the Company in the Merger Agreement. UNH (i) is not entitled to any rights as a shareholder of the Company as to the Shares to which this Schedule 13D relates, except as otherwise
expressly provided in the Support Agreement, and (ii) disclaims all beneficial ownership of such Shares as permitted by Rule 13d-4 under the Act. Except as set forth in this Item 5(a)(b), neither
UNH, nor, to the knowledge of UNH, any of the persons listed on Schedule A hereto, beneficially owns any Shares.
(c) Except with respect to the
transactions contemplated by the Merger Agreement and the Support Agreement (the descriptions of which are qualified in their entirety by reference to the respective agreement, attached hereto as Exhibit 1 and Exhibit 2), neither UNH, nor, to the
knowledge of UNH, any of the persons listed on Schedule A hereto, has effected any transaction in the Shares during the past 60 days.
(d) To the
knowledge of UNH, neither UNH nor any of the persons listed on Schedule A hereto knows any other person, other than the Shareholders, who has the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from
the sale of, any Shares that may be deemed to be beneficially owned by UNH as provided herein.