Acquisition Update – CMA Provisional Findings
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
11 August 2023
Acquisition Update - CMA Provisional Findings
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"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 9 August 2022, EMIS announced that at the Court Meeting to consider the Scheme and the General Meeting to consider the Special Resolution relating to the Acquisition, all resolutions were approved by the requisite majorities. EMIS further announced that a notification had been made and accepted under the NS&I Act and that the Secretary of State had confirmed that no further action will be taken in relation to the Acquisition.
On 31 March 2023, the United Kingdom's Competition and Markets Authority (the "CMA") announced that it had referred the Acquisition for a Phase 2 investigation. On 6 April 2023, EMIS and Bidco announced that they would be proceeding with the Phase 2 CMA investigation and would engage constructively and collaboratively with the CMA throughout the process.
The CMA has today published a summary of its provisional findings from its Phase 2 investigation into the Merger (the "Provisional Findings").
Bidco and EMIS are pleased to announce that the CMA has provisionally cleared the Acquisition. The CMA will now publicly consult on the Provisional Findings before reaching a final decision by 5 October 2023.
Bidco and EMIS expect to be able to provide a further update once the public consultation period has ended and the CMA has issued its final report.
The Scheme remains subject to the sanction by the Court at the Court Hearing and the satisfaction (or, where applicable, the waiver) of the Conditions to the Scheme set out in paragraphs 1, 2(c) and 4 of Part A of Part 3 of the Scheme Document. In particular, the Scheme remains subject to the Conditions set out in paragraphs 4(b) and (c) of Part A of Part 3 of the Scheme Document, which, as confirmed by the Panel, will continue to apply to the Scheme and to the Phase 2 investigation outcomes (subject to Rule 13.5 of the Takeover Code). 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 +44 7971 428266
Aisling Kearney
Robey Warshaw (Financial Adviser to +44 20 7317 3900
UnitedHealth Group and Bidco)
Simon Warshaw
Philip Apostolides
FGS Global +44 20 7251 3801
(Public Relations Adviser to Optum UK and Bidco)
John Gray
Amanda Healy
Optum-LON@fgsglobal.com
EMIS Group plc +44 0330 024 1269
Andy Thorburn, CEO
Peter Southby, CFO
www.emisgroupplc.com
@EMISGroup
Numis Securities Limited
(Financial Adviser, Nominated Adviser & Broker to EMIS) +44 207 260 1000
Simon Willis
Joshua Hughes
MHP (Public Relations Adviser to EMIS) +44 203 128 8572
Reg Hoare
Ollie Hoare
Matthew Taylor
Pauline Guenot
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 more than 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) 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.
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