This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on January 9, 2020 (together with any amendments or supplements thereto, the “Schedule TO”) by (i) Denali Merger Sub, Inc., a Michigan corporation (“Purchaser”) and a
direct wholly owned subsidiary of UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”), and (ii) UnitedHealth Group. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of
common stock, no par value (the “Shares”), of Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”), at a price of $4.00 per Share, net to the seller in cash, without interest and subject to any required tax withholding,
on the terms and subject to the conditions described in the Offer to Purchase, dated January 9, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”), and the accompanying Letter of Transmittal (together
with any amendments or supplements thereto, the “Letter of Transmittal,” and, together with the Offer to Purchase and other related materials, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A)
and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO
remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase. This
Amendment No. 1 should be read together with the Schedule TO.
Item 11. Additional Information
The Offer to Purchase and Item 11 of the Schedule TO, to the extent Item 11 incorporates by reference the information contained in the Offer to
Purchase, are hereby amended and supplemented to include the following sub-heading and paragraph at the end of Section 15 “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase:
Certain Litigation. On January 15, 2020, putative Diplomat stockholder Stephen Bushansky filed a lawsuit concerning the Transactions
against Diplomat and its directors in the U.S. District Court for the Eastern District of Michigan. The lawsuit is captioned Bushansky v. Diplomat Pharmacy, Inc., et al., Case No. 20-CV-10107-PDB-DRG. On January 16, 2020, putative Diplomat stockholder Richard Scarantino filed a purported class action
lawsuit concerning the Transactions against Diplomat, its directors, UnitedHealth Group, and Purchaser in the U.S. District Court for the District of Delaware. The lawsuit is captioned Scarantino v. Diplomat Pharmacy, Inc., et al., Case No. 20-CV-00066-UNA. Also on January 16, 2020, putative stockholder David A. Prentice filed a purported class action lawsuit
concerning the Transactions against Diplomat, its directors, UnitedHealth Group, and Purchaser in the U.S. District Court for the District of Delaware. The lawsuit is captioned Prentice v. Diplomat Pharmacy, Inc., et al., Case No. 20-CV-00068-UNA. On January 17, 2020, putative stockholder Robert Campbell filed a lawsuit concerning the Transactions against
Diplomat and its directors in the U.S. District Court for the Southern District of New York. The lawsuit is captioned Campbell v. Diplomat Pharmacy, Inc., et al., Case No.
20-CV-00474.
All four lawsuits allege that Diplomat’s Schedule 14D-9 omits certain information with respect to the financial data and inputs underlying Foros Securities LLC’s opinion, and various details in the section of the Schedule
14D-9 entitled “—Background of the Transactions”. Plaintiffs assert claims under the federal securities laws and seek, among other things, to enjoin the Transactions or, in the
alternative, rescission (or rescissory damages) if the Transactions close. We believe that plaintiffs’ allegations lack merit and intend to contest them vigorously. If additional, similar complaints are filed concerning the Transactions, absent
new or different allegations that are material, we will not necessarily announce such additional filings.