Optum UK and EMIS complete combination
Optum UK, a UnitedHealth Group company, is delighted to announce it has completed its combination with EMIS Group.
The combined businesses share a mission to help people live healthier lives and help make the health system work better for everyone. The combination will strengthen and accelerate EMIS’s capabilities as a health care technology leader that will in turn support the long-term success of the NHS, further accelerate digital transformation and in particular, help improve primary care patient services and the patient experience by supporting clinicians with innovative and improved data and technology tools to reach more people and populations in need of care and support.
Potential cash offer for the entire issued and to be issued share capital of EMIS Group plc (“EMIS”) by 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 (“UHG”) (the “Offer”)
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THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") PUBLISHED BY BIDCO RELATING TO THE OFFER IN COMPLIANCE WITH THE UNITED KINGDOM CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Bidco reserve the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of UHG.
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The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
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Additional U.S. information
The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since EMIS is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares in EMIS may not be able to sue EMIS or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel EMIS and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of UHG, Optum UK, Bidco and the Wider Bidco Group (being Bidco and its subsidiaries and subsidiary undertakings) following the implementation of the Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of UHG, Optum UK, Bidco and the Wider Bidco Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements may be identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of UHG, Optum UK, Bidco and the Wider Bidco Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite and in the Information. These factors include, but are not limited to: price fluctuations in respect of particular products; loss of market share and industry competition; legislative, fiscal and regulatory developments; economic and financial market conditions in various countries and regions; the ability to obtain requisite shareholder approvals and satisfy other transaction conditions; and changes in general economic, business and political conditions, including changes in the financial markets.
All forward-looking statements contained in this Microsite and in the Information are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Neither UHG, Optum UK, Bidco nor the Wider Bidco Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite and in the Information.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite or in the Information is intended to be a profit forecast.
In relation to any materials connected with the Offer accessible on this Microsite, please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by UHG, Optum UK or Bidco speak only at the specified date of the relevant document and UHG, Optum UK and Bidco have, and accept, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Offer related materials issued or published by third parties, that are accessible in this Microsite, the only responsibility accepted by UHG, Optum UK and Bidco and their directors is for the correctness and fairness of its reproduction in this Microsite.
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This notice shall be governed by and construed in accordance with English law.
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