This Amendment No. 2 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. 2, 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. 2. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO, to the extent Item 4 incorporates by reference the information contained in the Offer to Purchase, and the
information set forth in Section 13 of the Offer to Purchase entitled “The Merger Agreement—Governing Law” are hereby amended and supplemented to include the following additional disclosure at the end of such section:
“As described in “Section 13—The Merger Agreement—The Merger” and “Section 15—Certain Legal
Matters; Regulatory Approvals—Shareholder Approval Not Required,” the Merger will be effected without a vote of Diplomat shareholders pursuant to Section 703a(3) of the MBCA, and no appraisal or dissenters’ rights will be
available to Diplomat shareholders in connection with the Offer or the Merger pursuant to the MBCA.”
Item 4 of the Schedule TO, to
the extent Item 4 incorporates by reference the information contained in the Offer to Purchase, and the information set forth in Section 14 of the Offer to Purchase entitled “Conditions of the Offer” are hereby further amended and
supplemented by replacing the disclosure in the fourth and fifth bullet points thereof with the following disclosure:
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subject to certain materiality standards, any representation or warranty of Diplomat is no longer accurate (the
“Representations Condition”) or Diplomat has failed to perform or comply with any of its agreements and covenants (the “Covenants Condition”), each as set forth in the Merger Agreement;
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UnitedHealth Group has not received a certificate from Diplomat certifying as to the satisfaction of the
Representations Condition and the Covenants Condition;”
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Item 4 of the Schedule TO, to the extent Item 4
incorporates by reference the information contained in the Offer to Purchase, and the information set forth in Section 14 of the Offer to Purchase entitled “Conditions of the Offer” are hereby further amended and supplemented by
deleting the first sentence of the last paragraph thereof and by inserting the following disclosure at the end of such section:
“If
we waive a material Offer Condition, we will disseminate additional tender offer materials and extend the Offer, in each case, if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act.”
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 5 of the Schedule TO, to the extent Item 5 incorporates by reference the information contained in the Offer to Purchase, and the
information set forth in Section 11 of the Offer to Purchase entitled “Background of the