One Medical is a human-centered,
technology-powered U.S. primary care organization on a mission to
make quality healthcare more affordable, accessible, and enjoyable
through a seamless combination of in-person, digital, and virtual
care services
One Medical combines in-person care in inviting
offices across the country with digital health and virtual care
services, making it easier for patients to schedule appointments,
renew prescriptions, access up-to-date health records, and advance
health outcomes
Today Amazon (NASDAQ:AMZN) and One Medical (NASDAQ:ONEM)
announced that they have entered into a definitive merger agreement
under which Amazon will acquire One Medical. One Medical is a
human-centered, technology-powered national primary care
organization on a mission to make quality care more affordable,
accessible, and enjoyable through a seamless combination of
in-person, digital, and virtual care services that are convenient
to where people work, shop, and live.
“We think health care is high on the list of experiences that
need reinvention. Booking an appointment, waiting weeks or even
months to be seen, taking time off work, driving to a clinic,
finding a parking spot, waiting in the waiting room then the exam
room for what is too often a rushed few minutes with a doctor, then
making another trip to a pharmacy – we see lots of opportunity to
both improve the quality of the experience and give people back
valuable time in their days,” said Neil Lindsay, SVP of Amazon
Health Services. “We love inventing to make what should be easy
easier and we want to be one of the companies that helps
dramatically improve the healthcare experience over the next
several years. Together with One Medical’s human-centered and
technology-powered approach to health care, we believe we can and
will help more people get better care, when and how they need it.
We look forward to delivering on that long-term mission.”
“The opportunity to transform health care and improve outcomes
by combining One Medical’s human-centered and technology-powered
model and exceptional team with Amazon’s customer obsession,
history of invention, and willingness to invest in the long-term is
so exciting,” said Amir Dan Rubin, One Medical CEO. “There is an
immense opportunity to make the health care experience more
accessible, affordable, and even enjoyable for patients, providers,
and payers. We look forward to innovating and expanding access to
quality healthcare services, together.”
Amazon will acquire One Medical for $18 per share in an all-cash
transaction valued at approximately $3.9 billion, including One
Medical’s net debt. Completion of the transaction is subject to
customary closing conditions, including approval by One Medical's
shareholders and regulatory approval. On completion, Amir Dan Rubin
will remain as CEO of One Medical.
About Amazon
Amazon is guided by four principles: customer obsession rather
than competitor focus, passion for invention, commitment to
operational excellence, and long-term thinking. Amazon strives to
be Earth’s Most Customer-Centric Company, Earth’s Best Employer,
and Earth’s Safest Place to Work. Customer reviews, 1-Click
shopping, personalized recommendations, Prime, Fulfillment by
Amazon, AWS, Kindle Direct Publishing, Kindle, Career Choice, Fire
tablets, Fire TV, Amazon Echo, Alexa, Just Walk Out technology,
Amazon Studios, and The Climate Pledge are some of the things
pioneered by Amazon. For more information, visit amazon.com/about
and follow @AmazonNews.
About One Medical
One Medical is a U.S. national human-centered and
technology-powered primary care organization with seamless digital
health and inviting in-office care, convenient to where people
work, shop, live, and click. One Medical’s vision is to delight
millions of members with better health and better care while
reducing costs, within a better team environment. One Medical’s
mission is to transform health care for all through a
human-centered, technology-powered model. Headquartered in San
Francisco, 1Life Healthcare, Inc. is the administrative and
managerial services company for the affiliated One Medical
physician-owned professional corporations that deliver medical
services in-office and virtually. 1Life and the One Medical
entities do business under the “One Medical” brand.
Cautionary Statement Regarding Amazon Forward-Looking
Statements
Amazon’s statements related to the proposed acquisition of One
Medical contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding expected benefits of the acquisition. Actual results
could differ materially from those projected or forecast in the
forward-looking statements. Factors that could cause actual results
to differ materially include the following: the conditions to the
completion of the transaction may not be satisfied, or the
regulatory approvals required for the transaction may not be
obtained on the terms expected, on the anticipated schedule, or at
all; closing of the transaction may not occur or may be delayed,
either as a result of litigation related to the transaction or
otherwise; Amazon may be unable to achieve the anticipated benefits
of the transaction; revenues following the transaction may be lower
than expected; the duration and scope of the COVID-19 pandemic,
including any recurrence, may affect the results of operations;
operating costs, customer loss, and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, partners, and commercial counterparties) may be greater
than expected; Amazon may assume unexpected risks and liabilities;
completing the transaction may distract Amazon’s management from
other important matters; and the other factors discussed in “Risk
Factors” in Amazon’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021 and in Amazon’s other filings with the SEC,
which are available at http://www.sec.gov. Amazon assumes no
obligation to update the information in this press release, except
as otherwise required by law. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof.
Cautionary Statements Regarding One Medical Forward-Looking
Statements
This press release contains forward-looking statements which
include, but are not limited to, statements regarding expected
timing, completion and effects of the proposed acquisition. These
forward-looking statements are subject to the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. One Medical’s expectations and beliefs regarding these
matters may not materialize. Actual outcomes and results may differ
materially from those contemplated by these forward-looking
statements as a result of uncertainties, risks, and changes in
circumstances, including but not limited to risks and uncertainties
related to: the ability of the parties to consummate the proposed
acquisition in a timely manner or at all; the satisfaction (or
waiver) of closing conditions to the consummation of the proposed
acquisition, including with respect to the approval of One
Medical’s stockholders; potential delays in consummating the
proposed acquisition; the ability of One Medical to timely and
successfully achieve the anticipated benefits of the proposed
acquisition; the impact of health epidemics, including the COVID-19
pandemic, on the parties’ respective businesses and the actions the
parties may take in response thereto; the occurrence of any event,
change or other circumstance or condition that could give rise to
the termination of the merger agreement; the impact of natural and
man-made disasters and similar events on One Medical’s business,
financial condition and results of operations; the effect of the
announcement or pendency of the proposed acquisition on One
Medical’s business relationships, operating results and business
generally; costs related to the proposed acquisition; the outcome
of any legal proceedings that may be instituted against One Medical
or any of its directors or officers related to the merger agreement
or the proposed acquisition; anticipated membership growth and
revenue potential from One Medical’s members; One Medical’s ability
to retain members; One Medical’s ability to successfully introduce
and drive adoption of new products; changes in the pricing One
Medical offers to its members; One Medical’s relationships with its
health network partners and enterprise clients and any changes to,
accommodations in or terminations of One Medical’s contracts with
the health network partners or enterprise clients; One Medical’s
ability to improve cost of care and margins, including timing and
expenses of new office openings and entry into new geographies; One
Medical’s ability to improve its medical claims expense ratio;
changes in laws or regulations; One Medical’s involvement in
existing and potential litigation, including medical malpractice
claims and consumer class actions; any governmental investigations
or inquiries, including those related to COVID-19 vaccine
administration or challenges to One Medical’s relationships with
the One Medical PCs under the administrative services agreements;
One Medical’s strategic plan; the impact of new laws and
regulations on One Medical’s industry, including Medicare, general
economic and market conditions; One Medical’s financial outlook;
One Medical’s focus areas for investment and One Medical’s
investments; announcements by One Medical’, One Medical’s health
network partners or One Medical’s competitors of business or
strategic developments; and One Medical’s overall business
trajectory. Additional risks and uncertainties that could cause
actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under
the caption “Risk Factors” and elsewhere in One Medical’s most
annual and quarterly reports filed with the SEC, including its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022
and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K
filed with the SEC from time to time and available at www.sec.gov.
These documents can be accessed on One Medical’s web page at
https://investor.onemedical.com/ by clicking on the link “SEC
Filings.”
The forward-looking statements included in this press release
are made only as of the date hereof. One Medical assumes no
obligation and does not intend to update these forward-looking
statements, except as required by law.
Additional Information and Where to Find It
In connection with the proposed acquisition of One Medical by
Amazon, One Medical intends to file with the SEC preliminary and
definitive proxy statements relating to such acquisition and other
relevant documents. The definitive proxy statement will be mailed
to One Medical’s stockholders as of a record date to be established
for voting on the proposed acquisition and any other matters to be
voted on at the special meeting. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENTS, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER
SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONE MEDICAL
AND THE PROPOSED ACQUISITION. Investors and security holders may
obtain free copies of these documents (when they are available) on
the SEC’s web site at www.sec.gov, on One Medical’s website at
https://investor.onemedical.com/ or by contacting One Medical’s
Investor Relations via email at
https://investor.onemedical.com/contact-ir.
Participants in the Solicitation
One Medical and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
stockholders of One Medical in connection with the proposed
acquisition and any other matters to be voted on at the special
meeting. Information regarding the names, affiliations and
interests of such directors and executive officers will be included
in the preliminary and definitive proxy statements (when
available). Additional information regarding such directors and
executive officers is included in One Medical’s definitive proxy
statement on Schedule 14A for the 2022 Annual Meeting of
Stockholders, which was filed with the SEC on April 21, 2022.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of One Medical’s
stockholders in connection with the proposed acquisition and any
other matters to be voted upon at the special meeting will be set
forth in the preliminary and definitive proxy statements (when
available) for the proposed acquisition. These documents are
available free of charge as described in the preceding
paragraph.
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