As previously disclosed, on January 5, 2021, Change Healthcare Inc. (Change) entered into an Agreement and Plan of Merger with
UnitedHealth Group Incorporated (UnitedHealth Group), pursuant to which UnitedHealth Group will acquire Change.
The
obligation of the parties to consummate the transaction is subject to, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act),
applicable to the transaction. On January 19, 2021, each of Change and UnitedHealth Group filed its notification and report form with the U.S. Department of Justice and the U.S. Federal Trade Commission (collectively, the Agencies),
as required under the HSR Act. On February 12, 2021, UnitedHealth Group, in consultation with Change, voluntarily withdrew its notification and report form, effective as of February 18, 2021, in order to provide the Agencies with
additional time to review the transaction. Change expects UnitedHealth Group to re-file its notification and report form as soon as practicable following the effectiveness of such withdrawal, and in any event
no later than February 22, 2021. If UnitedHealth Group re-files its notification and report form on February 22, 2021, the waiting period under the HSR Act will expire on March 24, 2021, unless
earlier terminated or extended by a request for additional information and documentary material from the Agencies.
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