DEFA14A 1 tm2319648d4_defa14a.htm DEFA14A




Washington, D.C. 20549




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Explanatory Note: The following is a transcript of a pre-recorded video recorded by Amedisys, Inc. and distributed to employees of Amedisys, Inc. on June 26, 2023.





Richard Ashworth, Chief Executive Officer of Amedisys, Inc.:


Hi everyone.


I’m reaching out this morning to continue the conversation about Amedisys’s exciting future.


First, on behalf of the Board and management team, thank you for staying so focused on our work over these last few weeks while the Board has considered Optum’s proposal and engaged in discussions with them.


Today we are announcing that we entered into a definitive merger agreement under which Optum will acquire Amedisys.


I know this news is a lot, and I want to share why we now believe this is a great path forward for Amedisys and where we go from here.


The last few weeks have underscored the high quality of Amedisys, our people, and our important place in serving patients.


As you know, a few weeks after we announced our agreement with Option Care Health, Optum made a competing unsolicited proposal to acquire Amedisys.


Consistent with its fiduciary duties, our Board worked with outside legal and financial advisors to conduct a thorough evaluation of the Optum proposal, in accordance with the terms of the Option Care Health Merger Agreement, which included a lot of discussions with Optum, Option Care Health and stockholders.


At the conclusion of this evaluation, the Board unanimously approved the entry of Amedisys into both the termination agreement with Option Care Health and the new merger agreement with Optum.


We are excited about this opportunity with Optum – it’s a win for everyone, especially patients who need our services.


Combining our home health, hospice, palliative, and high-acuity care services with Optum’s value-based care experience and resources will accelerate Amedisys and Optum’s shared mission to serve more patients and improve outcomes and patient experiences at lower costs.


Optum is one of the largest healthcare services providers in the world and one of the most impactful organizations in healthcare.


Together, we will have the ability to offer different types of care models to our patients and offer more services that can be integrated into the home to increase clinical care and experience for patients.


Joining together with Optum will allow us to reach and impact more patients than ever.


In short, this transaction will allow us to serve more patients.


Optum sees great value in the work we do at Amedisys and a key reason they were interested in our business is because of you. The people at Amedisys.


We believe this transaction could create many opportunities for growth and success for our team.


Optum intends to maintain Amedisys’s presence in Baton Rouge as well as substantial operations in Nashville.


There will be more details to come as we work together on our plans to unite. We are committed to keeping you informed and will be as transparent as possible with you as we have updates to share.


Our priority, as always, is to support you and continue to provide the highest quality of care to our patients and their families.


So, what’s next?


Today’s announcement is just the first step. The process between now and closing will take several months.


The transaction between Amedisys and Optum is expected to close in 2024, subject to approval by Amedisys stockholders and other customary closing conditions, including receipt of applicable regulatory approvals.


Until the transaction closes, we expect it to be business as usual for mostly everyone across the company.


Amedisys and Optum will continue to operate as fully separate and independent companies until the close, so we all need to continue to keep our focus on our day-to-day responsibilities and providing the best care for our patients and their families.


This includes our focus on our 2023 initiatives of People, Clinical Optimization & Automation, Growth, and Contessa.


Following closing, our focus on quality of patient care and the work that clinicians do will not change.


Our focus will continue to be on delivering excellent patient care and supporting our team members providing this care.





I’m so proud of our team and appreciate the hard work and dedication that got us to this point.


The interest in Amedisys is a testament to your work and dedication.


I understand this is a lot to digest. I will be providing more details at our Town Hall later this morning.


Thanks again for your continued support.


Additional Information and Where to Find It


In connection with the proposed transaction, Amedisys, Inc. (“Amedisys”) will file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a proxy statement which will be mailed to stockholders of Amedisys. INVESTORS AND SECURITY HOLDERS OF AMEDISYS ARE URGED TO READ THE PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement (when available) and other documents filed with the SEC by Amedisys through the website maintained by the SEC at Copies of the documents filed with the SEC by Amedisys will be available free of charge on Amedisys’s internet website at or by contacting Amedisys’s investor relations department at


Certain Information Regarding Participants


Amedisys and its directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Amedisys is set forth in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 27, 2023. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at and from the investor relations department of Amedisys as described above.


Cautionary Statement Regarding Forward-Looking Statements


This communication may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include projections as to the anticipated benefits of the proposed transaction as well as statements regarding the impact of the proposed transaction on the business of UnitedHealth Group Incorporated (“UnitedHealth Group”) and Amedisys’s business and future financial and operating results, the amount and timing of synergies from the proposed transaction and the closing date for the proposed transaction.


Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations and assumptions regarding the future of Amedisys’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Amedisys’s control. Amedisys’s actual results and financial condition may differ materially from those indicated in the forward-looking statements as a result of various factors. These factors include, among other things, (1) the termination of or occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or the inability to complete the proposed transaction on the anticipated terms and timetable, (2) the inability to complete the proposed transaction due to the failure to obtain approval of the stockholders of Amedisys or to satisfy any other condition to closing in a timely manner or at all, or the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, (3) the effect of the pendency of the proposed transaction on Amedisys’s ability to maintain relationships with its patients, payers and providers and retain its management and key employees, (4) costs related to the proposed transaction, and (5) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included elsewhere. Additional information concerning risks, uncertainties and assumptions can be found in UnitedHealth Group’s and Amedisys’s respective filings with the SEC, including the risk factors discussed in Amedisys’s most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and future filings with the SEC.


Any forward-looking statement made in this communication is based only on information currently available to Amedisys and speaks only as of the date on which it is made. Amedisys undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. You are cautioned not to rely on Amedisys’s forward-looking statements.