Acquisition Update

EMIS Group PLC

12 June 2023

 

                                                 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

12 June 2023

Acquisition Update - Amendment to the Amended and Restated Co-operation Agreement

On 17 June 2022, the Boards of Bordeaux UK Holdings II Limited ("Bidco"), an affiliate of Optum Health Solutions (UK) Limited ("Optum UK") and a wholly-owned subsidiary of UnitedHealth Group Incorporated and EMIS Group plc ("EMIS") announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco would acquire the entire issued and to be issued ordinary share capital of EMIS (the "Acquisition").

On 17 June 2022 the parties additionally entered into a co-operation agreement in relation to the Acquisition pursuant to which they agreed to co-operate with each other and take certain steps to effect the implementation and conduct of the Acquisition, as amended and restated on 6 April 2023 (the "Amended and Restated Co-operation Agreement").

The Amended and Restated Co-operation Agreement states, amongst other things, that (subject to the consent of the Panel on Takeovers and Mergers) EMIS may grant nil-cost options under its Long Term Incentive Plan ("LTIP") following the announcement of its results for the financial year ended 31 December 2022, in accordance with its ordinary award cycle and its usual practice, up to an agreed maximum value (the "Previously Agreed Maximum Value").

In order to reflect recent changes in headcount and the number of EMIS employees currently eligible to participate in the LTIP and be granted awards as part of its ordinary award cycle and its usual practice, the Previously Agreed Maximum Value has been adjusted as set forth in the Amended and Restated Co-operation Agreement (the "Amendment to the Amended and Restated Co-operation Agreement").

A copy of the Amendment to the Amended and Restated Co-operation Agreement will be made available on EMIS's, UnitedHealth Group's and Optum UK's websites at https://governance.emisgroupplc.com, www.unitedhealthgroup.com/investors.html and www.optum.co.uk/, respectively, by no later than 12 noon on the first Business Day following the date of this announcement.

The person responsible for arranging the release of this announcement on behalf of EMIS is Christine Benson, Company Secretary.

For further information, contact:

Bidco / Optum UK                                                                            [phone]

Aisling Kearney

Robey Warshaw (Financial Adviser to                                           [phone]

UnitedHealth Group and Bidco)

Simon Warshaw

Philip Apostolides

FGS Global                                                                                        [phone]

(Public Relations Adviser to Optum UK and Bidco)

John Gray

Sophia Johnston

[e-mail]

EMIS Group plc                                                                                [phone]

Andy Thorburn, CEO

Peter Southby, CFO

www.emisgroupplc.com

@EMISGroup

Numis Securities Limited

(Financial Adviser, Nominated Adviser & Broker to EMIS)        [phone]

Simon Willis

Joshua Hughes

MHP Communications (Public Relations Adviser to EMIS)        [phone]

Reg Hoare

Ollie Hoare

Matthew Taylor

Pauline Guenot

[e-mail]

Information for investors can be found on the EMIS's, UnitedHealth Group's and Optum UK's websites at https://www.emisgroupplc.com, www.unitedhealthgroup.com/investors.html and www.optum.co.uk/.

Capitalised terms used but not defined in this announcement have the meaning given to them in the scheme document published on 8 July 2022 containing the full terms and conditions of the Acquisition.

Notes to Editors

EMIS Group has grown to become a UK leader in connected healthcare software and systems. Its solutions are widely used across a number of major UK healthcare settings. EMIS Group's aim is to join up healthcare through innovative technology, helping to deliver better health outcomes to the UK population, supporting longer and healthier lives.

EMIS Group has two core business segments: EMIS Health and EMIS Enterprise.

EMIS Health is a supplier of integrated care technology to the NHS, including primary, community, acute and social care.

EMIS Enterprise is focussed on growth in the business-to-business technology sector within the healthcare market, including management of medicines, partner businesses, patient-facing services, data and analytics, and research and life sciences.  

Optum UK is a healthcare software, services and consultancy business. Optum UK and its affiliates have operated in the UK for nearly 20 years. Optum UK is active in the fields of population health management and medicines optimisation where its services and analytics tools help NHS entities (namely Integrated Care Systems and Clinical Commissioning Groups) improve care and clinical outcomes while improving efficiency and cost-effectiveness.

Optum UK is a wholly owned subsidiary of UnitedHealth Group, a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Optum UK is part of UnitedHealth Group's Optum business which (among other things) applies technology solutions and data analytics tools to improve healthcare provision.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available on EMIS's, UnitedHealth Group's and Optum UK's websites at https://www.emisgroupplc.com, www.unitedhealthgroup.com/investors.html and www.optum.co.uk/, respectively, by no later than 12 noon on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.

 

END