Additional information and where to find it
This communication relates to a pending business combination transaction between
UnitedHealth Group Incorporated (UnitedHealth)
and
Surgical Care Affiliates, Inc. (SCA). The exchange offer referenced in this communication has not yet commenced. This
communication is for informational purposes only and is neither an offer to sell or exchange, nor a solicitation of an offer to buy or
exchange,
any
securities,
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
sale
or
exchange
would
be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
UnitedHealth intends to file a registration statement on Form S-4 related
to the transaction with the SEC and may file amendments
thereto.
UnitedHealth and a wholly-owned subsidiary of UnitedHealth intend to file a tender offer statement on Schedule TO (including
a prospectus/offer to exchange, a related letter of transmittal and other exchange offer documents) related to the transaction with the
SEC and may file amendments thereto. SCA intends to file a
solicitation/recommendation statement on Schedule 14D-9 with the SEC
and may file amendments thereto. SCA and UnitedHealth may also file other documents with the SEC regarding the transaction.
This
communication is not a substitute for any registration
statement, Schedule TO, Schedule 14D-9 or any other document which SCA or
UnitedHealth may file with the SEC in connection with the transaction. Investors and security holders are urged to read the registration
statement, the Schedule TO (including the prospectus/offer to
exchange, related letter of transmittal and other exchange offer
documents), the solicitation/recommendation statement on Schedule 14D-9 and
the other relevant materials with respect to the
transaction
carefully and in their entirety when they become available before making any decision regarding exchanging their shares,
because they will contain important information about the transaction. The prospectus/offer to exchange, the related letter of
transmittal and certain other exchange offer documents, as well
as the solicitation/recommendation statement, will be made available
to all holders of SCAs stock at no expense to them. The exchange offer materials and the solicitation/recommendation statement will
be
made available for free at the SECs website at
www.sec.gov. Additional copies of the exchange offer materials and the
solicitation/recommendation statement may be obtained for free by contacting UnitedHealths Investor Relations department at (800)
328-5979. Additional copies of the
solicitation/recommendation statement may be obtained for free by contacting SCAs Investor
Relations department at (800) 768-0094.
In addition to the SEC filings made in connection with the transaction, each of UnitedHealth and SCA files annual, quarterly
and
current
reports and other information with the SEC. You may read and copy any reports
or other such filed information at the SEC public
reference room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. UnitedHealths and SCAs filings with the SEC are also available to the public from commercial
document-retrieval
services and at the website maintained by
the SEC at http://www.sec.gov.
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