Item 8.01 Other Events.
As previously disclosed, on January 5, 2021, Change Healthcare Inc. (the Company or Change Healthcare) entered
into an Agreement and Plan of Merger (the Merger Agreement) with UnitedHealth Group Incorporated (UnitedHealth Group), pursuant to which UnitedHealth Group will acquire the Company (the Merger).
The obligation of the parties to consummate the Merger 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 Merger. As previously disclosed, on January 19, 2021, each of the Company and UnitedHealth Group filed its respective
notification and report form with the U.S. Department of Justice (the DOJ) and the U.S. Federal Trade Commission (collectively, the Agencies) under the HSR Act. As part of the parties continuing cooperation with the
Agencies and in order to provide the Agencies with additional time for review, on February 12, 2021, UnitedHealth Group, in consultation with the Company, voluntarily withdrew its premerger notification and report form effective as of
February 18, 2021 and then refiled the premerger notification and report form on February 22, 2021.
On March 24, 2021, the
Company and UnitedHealth Group each received a request for additional information and documentary materials (collectively, the Second Request) from the DOJ in connection with the DOJs review of the Merger. The effect of the Second
Request is to extend the waiting period imposed under the HSR Act until the 30th day after substantial compliance by the Company and UnitedHealth Group with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended
by the parties to the Merger. The parties have been working cooperatively with the DOJ and will continue to do so.
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