UnitedHealth Group Incorporated (NYSE: UNH) today announced that
it has extended the expiration of its previously announced exchange
offer for all of the outstanding shares of Surgical Care
Affiliates, Inc. (NASDAQ: SCAI) (“SCA”), a leading ambulatory
surgery center and surgical hospital provider. The exchange offer,
which was previously scheduled to expire at 12:01 a.m., New York
City time, on Tuesday, March 21, 2017, has been extended until
12:01 a.m., New York City time, on Friday, March 24, 2017,
unless further extended. All other terms and conditions of the
exchange offer remain unchanged.
Wells Fargo Bank, N.A., the depositary for the exchange offer,
has advised UnitedHealth Group that, as of 5:00 p.m., New York City
time, on March 16, 2017, 13,211,520 shares of SCA common stock were
tendered pursuant to the exchange offer, which represented
approximately 32.5% of the outstanding shares of common stock of
SCA. Stockholders who have already tendered their shares of SCA
common stock do not have to re-tender their shares or take any
other action as a result of the extension of the expiration date of
the exchange offer.
The combination of SCA with OptumCare, the primary and urgent
care delivery services business part of Optum (UnitedHealth Group’s
services business), which works with more than 80 health plans,
will position the combined organization as a comprehensive provider
of ambulatory care services, while continuing expansion of SCA’s
network of ASCs and surgical hospitals in partnership with leading
health systems, medical groups and health payers. The combination
builds upon the two companies’ successful ambulatory surgery center
collaborations and expands OptumCare’s capabilities in outpatient
surgical procedures.
In connection with the exchange offer, UnitedHealth Group has
filed a registration statement on Form S-4, which includes a
prospectus/offer to exchange and certain ancillary documentation,
which have been be mailed to SCA stockholders, and a tender offer
statement on Schedule TO and amendments thereto with the SEC. SCA
has filed a solicitation/recommendation statement on Schedule 14D-9
that has also been mailed to SCA stockholders. These documents
contain important information about the exchange offer that should
be read carefully before any decision is made with respect to the
exchange offer.
Requests for copies of the prospectus/offer to exchange, the
accompanying letter of transmittal and other exchange offer
materials may be directed to D.F. King & Co., Inc., the
information agent for the exchange offer, by phone toll-free at
(800) 431-9645 or by email at UNH@dfking.com.
About UnitedHealth Group
UnitedHealth Group (NYSE: UNH) is a diversified health and
well-being company dedicated to helping people live healthier lives
and making the health system work better for everyone. UnitedHealth
Group offers a broad spectrum of products and services through two
distinct platforms: UnitedHealthcare, which provides health care
coverage and benefits services; and Optum, which provides
information and technology-enabled health services. For more
information, visit UnitedHealth Group at www.unitedhealthgroup.com
or follow @UnitedHealthGrp on Twitter.
About Optum
Optum is a leading information and technology-enabled health
services business dedicated to helping make the health system work
better for everyone. With more than 100,000 people worldwide, Optum
delivers intelligent, integrated solutions that help to modernize
the health system and improve overall population health. Optum is
part of UnitedHealth Group (NYSE:UNH).
About SCA
SCA (NASDAQ: SCAI), a leader in the outpatient surgery industry,
strategically partners with health plans, medical groups and health
systems across the country to develop and optimize surgical
facilities. SCA operates 205 surgical facilities, including
ambulatory surgery centers and surgical hospitals, in partnership
with approximately 3,000 physicians. For more information on SCA,
visit www.scasurgery.com.
Cautionary Note Concerning
Forward-Looking Statements
This communication may contain statements that constitute
“forward-looking statements,” including, for example, information
related to UnitedHealth Group, SCA and the proposed acquisition of
SCA by UnitedHealth Group. Generally the words “believe,” “expect,”
“intend,” “estimate,” “anticipate,” “plan,” “project,” “should” and
similar expressions identify forward-looking statements, which
generally are not historical in nature. Such statements reflect the
current analysis of existing information and involve substantial
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the possibility that various conditions to the
consummation of the UnitedHealth Group exchange offer and mergers
may not be satisfied or waived, including the receipt of regulatory
clearances related to the mergers; uncertainty as to how many
shares of SCA common stock will be tendered into the UnitedHealth
Group exchange offer; the risk that the UnitedHealth Group exchange
offer and mergers will not close within the anticipated time
periods, or at all; the failure to complete or receive the
anticipated benefits from UnitedHealth Group’s acquisition of SCA;
the possibility that the parties may be unable to successfully
integrate SCA’s operations into those of UnitedHealth Group; such
integration may be more difficult, time-consuming or costly than
expected; customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients, suppliers or physicians) may be
greater than expected following the transaction; the retention of
certain key employees at SCA may not be achieved; the parties may
be unable to meet expectations regarding the timing, completion and
accounting and tax treatments of the transactions; the effects of
local and national economic, credit and capital market conditions;
and the other risks and uncertainties relating to UnitedHealth
Group and SCA described in their respective Annual Reports on Form
10-K for the fiscal year ended December 31, 2016, and in their
subsequent Current Reports on Form 8-K, all of which are filed with
the U.S. Securities and Exchange Commission (the “SEC”) and
available at www.sec.gov.
UnitedHealth Group and SCA assume no obligation to update the
information in this communication, except as otherwise required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements or information, which speak only as of
the date hereof.
Additional Information and Where to
Find It
This communication relates to a pending business combination
transaction between UnitedHealth Group and SCA. 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 Group has filed a registration statement on Form
S-4 related to the transaction with the SEC and may file amendments
thereto. UnitedHealth Group and a wholly-owned subsidiary of
UnitedHealth Group have filed 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 have filed amendments thereto and may
file further amendments thereto. SCA has filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC and has filed amendments thereto and may file further
amendments thereto. SCA and UnitedHealth Group 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 Group has filed or 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 before
making any decision regarding exchanging their shares, because they
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 SCA’s stock at no expense to them. The exchange
offer materials and the solicitation/recommendation statement are
available for free at the SEC’s website at www.sec.gov. Additional
copies of the exchange offer materials and the
solicitation/recommendation statement may be obtained for free by
contacting UnitedHealth Group’s Investor Relations department at
(800) 328-5979. Additional copies of the
solicitation/recommendation statement may be obtained for free by
contacting SCA’s Investor Relations department at
(800) 768-0094.
In addition to the SEC filings made in connection with the
transaction, each of UnitedHealth Group 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. UnitedHealth Group’s and
SCA’s 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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version on businesswire.com: http://www.businesswire.com/news/home/20170317005682/en/
UnitedHealth GroupInvestors:John Penshorn,
952-936-7214Senior Vice PresidentorBrett Manderfeld,
952-936-7216Vice PresidentorMedia:Tyler Mason, 424-333-6122Vice
PresidentTyler.Mason@uhg.com
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