0001104659-23-085873.txt : 20230731 0001104659-23-085873.hdr.sgml : 20230731 20230731170500 ACCESSION NUMBER: 0001104659-23-085873 CONFORMED SUBMISSION TYPE: PREM14A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20230731 FILED AS OF DATE: 20230731 DATE AS OF CHANGE: 20230731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEDISYS INC CENTRAL INDEX KEY: 0000896262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 113131700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREM14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24260 FILM NUMBER: 231128280 BUSINESS ADDRESS: STREET 1: 3854 AMERICAN WAY STREET 2: SUITE A CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 2252922031 MAIL ADDRESS: STREET 1: 3854 AMERICAN WAY STREET 2: SUITE A CITY: BATON ROUGE STATE: LA ZIP: 70816 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL NURSING MANAGEMENT CORP DATE OF NAME CHANGE: 19940819 FORMER COMPANY: FORMER CONFORMED NAME: M&N CAPITAL CORP DATE OF NAME CHANGE: 19930125 PREM14A 1 tm2321414-1_prem14a.htm PREM14A tm2321414-1_prem14a - none - 21.1251346s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
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AMEDISYS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
PRELIMINARY — SUBJECT TO COMPLETION, DATED JULY 31, 2023
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MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT
Dear Stockholders of Amedisys, Inc.:
As previously announced, UnitedHealth Group Incorporated (“Parent”), Amedisys, Inc. (“Amedisys”) and Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of June 26, 2023 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Amedisys, upon the terms and subject to the conditions set forth in the Merger Agreement, with Amedisys continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger: (i) each share of Amedisys common stock (“Amedisys Common Stock”) held in treasury by Amedisys or owned by Parent or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $101 per share in cash, without interest (the “per share merger consideration” and the total amount to be paid, the “Merger Consideration”), less any applicable withholding taxes.
To obtain the approval of the Amedisys stockholders required in connection with the Merger, Amedisys will hold a special meeting of its stockholders (the “Amedisys Special Meeting”).
At the Amedisys Special Meeting, Amedisys stockholders will be asked to consider and vote on, among other things, a proposal to adopt the Merger Agreement (the “Amedisys Merger Proposal”).
We cannot consummate the Merger unless the stockholders of Amedisys approve the Amedisys Merger Proposal, as described in this proxy statement. Your vote is very important, regardless of the number of shares you own.
Whether or not you expect to attend the Amedisys Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Amedisys Special Meeting.
The Amedisys Board of Directors (the “Amedisys Board”) has carefully considered and unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Amedisys and its stockholders. The Amedisys Board unanimously recommends that Amedisys stockholders vote “FOR” the Amedisys Merger Proposal and “FOR” each of the other proposals to be considered at the Amedisys Special Meeting and described in the accompanying proxy statement.
If the Merger is completed, stockholders and beneficial owners of shares of Amedisys Common Stock who continuously hold their shares through the effective date of the Merger, who do not vote in favor of the Amedisys Merger Proposal, who properly demand in writing an appraisal of their shares of Amedisys Common Stock delivered to Amedisys prior to the taking of the vote on the Amedisys Merger Proposal and who comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the section entitled “Appraisal Rights” in the accompanying proxy statement and which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262), will be entitled to appraisal rights to receive, in cash, the fair value of their shares of Amedisys Common Stock as determined by the Delaware Court of Chancery.
 

 
The obligations of Parent and Amedisys to consummate the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement, including receipt of stockholder approval for the proposals described above. The accompanying proxy statement contains detailed information about Amedisys, the Amedisys Special Meeting, the Merger Agreement, the Merger and the other business to be considered by the Amedisys stockholders at the Amedisys Special Meeting.
Amedisys encourages you to read the accompanying proxy statement carefully.
On behalf of the Amedisys Board, thank you for your consideration and continued support.
Paul Kusserow
Chair of the Board
Amedisys, Inc.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or any other transaction described in the accompanying proxy statement or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.
The accompanying proxy statement is dated            , 2023 and is first being mailed to the Amedisys stockholders on or about            , 2023.
 

 
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AMEDISYS, INC.
3854 American Way, Suite A
Baton Rouge, LA 70816
(225) 292-2031 or (800) 467-2662
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2023
Notice is hereby given that Amedisys, Inc. (“Amedisys”) will hold a special meeting of its stockholders (the “Amedisys Special Meeting”) at our executive office, 1005 17th Avenue South, Nashville, Tennessee 37212 on            , 2023, beginning at 10:00 a.m., Central Daylight Saving Time.
The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares of common stock of Amedisys (“Amedisys Common Stock”), $0.001 par value per share.
Amedisys has entered into an Agreement and Plan of Merger, dated June 26, 2023 (the “Merger Agreement”), by and among UnitedHealth Group Incorporated (“Parent”), Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and Amedisys, pursuant to which Merger Sub will merge with and into Amedisys, which is referred to as the “Merger,” upon the terms and subject to the conditions set forth in the Merger Agreement, with Amedisys surviving the Merger as a wholly owned subsidiary of Parent.
The Amedisys Special Meeting will be held for the purpose of Amedisys stockholders to consider and vote on the following proposals:
1.
to adopt the Merger Agreement, as it may be amended from time to time (the “Amedisys Merger Proposal”);
2.
to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Amedisys named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Amedisys Compensation Proposal”); and
3.
to approve the adjournment of the Amedisys Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Amedisys Special Meeting to approve the Amedisys Merger Proposal (the “Amedisys Adjournment Proposal”).
These proposals are described in more detail in the accompanying proxy statement, which you should read carefully and in its entirety before you vote. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.
Only Amedisys stockholders of record at the close of business on            , 2023, the record date for the Amedisys Special Meeting (the “Amedisys Record Date”), are entitled to notice of and to vote at the Amedisys Special Meeting and any adjournments or postponements thereof.
The Amedisys Board of Directors (the “Amedisys Board”) has unanimously (a) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (b) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Amedisys and its stockholders, (c) resolved to recommend the adoption of the Merger Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in the
 

 
Merger Agreement and (d) directed that the Merger Agreement be submitted to the stockholders of Amedisys for adoption at the Amedisys Special Meeting.
Accordingly, the Amedisys Board unanimously recommends that Amedisys stockholders vote:

“FOR” the Amedisys Merger Proposal;

“FOR” the Amedisys Compensation Proposal; and

“FOR” the Amedisys Adjournment Proposal.
Your vote is very important, regardless of the number of shares of Amedisys Common Stock you own. The parties cannot complete the transactions contemplated by the Merger Agreement, including the Merger, without approval of the Amedisys Merger Proposal. Approval of the Amedisys Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Amedisys Common Stock outstanding at the close of business on the Amedisys Record Date.
Whether or not you plan to attend the Amedisys Special Meeting, we encourage you to vote your shares of Amedisys Common Stock by proxy as promptly as possible. You can vote your shares by proxy via the internet, telephone or mail, and instructions regarding all three methods of voting are provided on the proxy card. If you hold your shares through a broker, bank or other nominee in “street name” ​(instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares.
If the Merger is completed, stockholders and beneficial owners of shares of Amedisys Common Stock who continuously hold their shares through the effective date of the Merger, who do not vote in favor of the Amedisys Merger Proposal, who properly demand in writing an appraisal of their shares of Amedisys Common Stock delivered to Amedisys prior to the taking of the vote on the Amedisys Merger Proposal and who comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the section entitled “Appraisal Rights” in the accompanying proxy statement and which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262), will be entitled to appraisal rights to receive, in cash, the fair value of their shares of Amedisys Common Stock as determined by the Delaware Court of Chancery.
The list of Amedisys stockholders entitled to vote at the Amedisys Special Meeting will be available at Amedisys’ principal executive offices, located at 3854 American Way, Suite A, Baton Rouge, Louisiana 70816, during ordinary business hours for examination by any Amedisys stockholder for any purpose germane to the Amedisys Special Meeting for a period of ten days ending on the day before the Amedisys Special Meeting.
PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE AMEDISYS SPECIAL MEETING. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE PROXY STATEMENT. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, THE MERGER AGREEMENT, THE MERGER, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
Paul B. Kusserow
Chairman of the Board
           , 2023
 

 
REFERENCES TO ADDITIONAL INFORMATION
The accompanying proxy statement incorporates important business and financial information about Amedisys from other documents that Amedisys has filed with the U.S. Securities and Exchange Commission (“SEC”) and that are not contained in and are instead incorporated by reference in the accompanying proxy statement. For a list of documents incorporated by reference in the accompanying proxy statement, see the section entitled “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.
You may request a copy of the accompanying proxy statement, any of the documents incorporated by reference in the accompanying proxy statement or any other information filed with the SEC by Amedisys, without charge, by written or telephonic request directed to Amedisys at the following contact:
Attention: Investor Relations — Nicholas Muscato
3854 American Way, Suite A,
Baton Rouge, Louisiana 70816
(225) 292-2031 or (800) 467-2662
In order for you to receive timely delivery of the documents in advance of the special meeting of Amedisys stockholders to be held on            , 2023, which is referred to as the “Amedisys Special Meeting,” you must request the information no later than            , 2023.
If you have any questions about the Amedisys Special Meeting, or need to obtain proxy cards or other information, please contact Amedisys’ proxy solicitor at the following contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll free: (877) 750-0625
Banks and Brokers may call collect: (212) 750-5833
The contents of the websites of the SEC, Amedisys or any other entity are not incorporated in the accompanying proxy statement.   The information about how you can obtain certain documents that are incorporated by reference in the accompanying proxy statement at these websites is being provided only for your convenience.
 

 
ABOUT THIS PROXY STATEMENT
This document constitutes a proxy statement of Amedisys under Section 14(a) of the Exchange Act. This proxy statement also constitutes a notice of meeting with respect to the Amedisys Special Meeting.
Amedisys has supplied all information contained or incorporated by reference in this proxy statement relating to Amedisys and such information relating to the Merger. Parent has supplied, and Amedisys has not independently verified, all of the information relating to Parent and Merger Sub.
You should rely only on the information contained or incorporated by reference in this proxy statement. Neither Amedisys nor Parent has authorized anyone to provide you with information that is different from that contained or incorporated by reference in this proxy statement. This proxy statement is dated        , 2023, and you should not assume that the information contained in this proxy statement is accurate as of any date other than such date unless otherwise specifically provided herein.
Further, you should not assume that the information incorporated by reference in this proxy statement is accurate as of any date other than the date of the incorporated document. The mailing of this proxy statement to Amedisys stockholders will not create any implication to the contrary.
This proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
Unless otherwise indicated or the context otherwise requires, when used in this proxy statement:

“Amedisys” refers to Amedisys, Inc., a Delaware corporation;

“Amedisys Adjournment Proposal” refers to the proposal for Amedisys stockholders to approve the adjournment of the Amedisys Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Amedisys Special Meeting to approve the Amedisys Merger Proposal;

“Amedisys Board” refers to the board of directors of Amedisys;

“Amedisys Common Stock” refers to the common stock, par value $0.001 per share, of Amedisys;

“Amedisys Compensation Proposal” refers to the proposal for Amedisys stockholders to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Amedisys executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement;

“Amedisys Merger Proposal” refers to the proposal for Amedisys stockholders to adopt the Merger Agreement;

“Amedisys Record Date” refers to            , 2023;

“Amedisys Special Meeting” refers to the special meeting of Amedisys stockholders to consider and vote upon the Amedisys Merger Proposal, the Amedisys Compensation Proposal and the Amedisys Adjournment Proposal;

“Amedisys Stockholder Approval” refers to the approval by Amedisys stockholders of the Amedisys Merger Proposal;

“business day” refers to any day that is not a Saturday, a Sunday or a federal holiday, or a day on which banks are authorized or obligated to be closed in New York, New York;

“Code” refers to the Internal Revenue Code of 1986, as amended;

“DGCL” refers to the General Corporation Law of the State of Delaware;

“Effective Time” refers to the date and time when the Merger becomes effective under the DGCL;

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

“GAAP” refers to U.S. generally accepted accounting principles;
 

 

“Guggenheim Securities” refers to Guggenheim Securities, LLC, financial advisor to Amedisys in connection with the Merger;

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Merger” refers to the merger of Merger Sub with and into Amedisys, with Amedisys surviving as a wholly owned subsidiary of Parent, as contemplated by, subject to and in accordance with the terms of the Merger Agreement;

“Merger Agreement” refers to the Agreement and Plan of Merger, dated June 26, 2023, as it may be amended from time to time, by and among, Parent, Merger Sub and Amedisys, a copy of which is attached to this proxy statement as Annex A;

“Merger Sub” refers to Aurora Holdings Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent;

“Nasdaq” refers to the Nasdaq Global Select Market;

“OPCH Merger Sub” refers to Uintah Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Option Care Health

“OPCH Merger Agreement” refers to the Agreement and Plan of Merger, dated May 3, 2023, by and among, Option Care Health, OPCH Merger Sub and Amedisys;

“Option Care Health” refers to Option Care Health, Inc., a Delaware corporation;

“Outside Date” refers initially to June 26, 2024, which may be extended to December 27, 2024 pursuant to the terms of the Merger Agreement, as further described in this proxy statement;

“Parent” refers to UnitedHealth Group Incorporated, a Delaware corporation;

“per share merger consideration” refers to the $101 per share of Amedisys Common Stock in cash, without interest;

“SEC” refers to the U.S. Securities and Exchange Commission;

“Securities Act” refers to the Securities Act of 1933, as amended; and

“Termination Agreement” refers to the Termination Agreement, dated June 26, 2023, by and among Amedisys, Option Care Health and OPCH Merger Sub.
 

 
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QUESTIONS AND ANSWERS
The following questions and answers briefly address some questions that you, as an Amedisys stockholder, may have regarding the Merger and the other matters being considered at the Amedisys Special Meeting. You are urged to carefully read this proxy statement and the other documents referred to in this proxy statement in their entirety because this section may not provide all the information that is important to you regarding these matters. See the section entitled “Summary” for a summary of important information regarding the Merger Agreement, the Merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this proxy statement. You may obtain the information incorporated by reference in this proxy statement, without charge, by following the instructions in the section entitled “Where You Can Find More Information.”
Why am I receiving this proxy statement?
You are receiving this proxy statement because Amedisys, Merger Sub and Parent have entered into the Merger Agreement, pursuant to which Amedisys will survive the Merger as a wholly owned subsidiary of Parent. The Merger Agreement, which governs the terms and conditions of the Merger, is attached as Annex A hereto.
Your vote is required in connection with the Merger. Amedisys is sending these materials to its stockholders to help them decide how to vote their shares with respect to the adoption of the Merger Agreement and other important matters and in connection with the solicitation of proxies to be voted at the Amedisys Special Meeting.
What matters am I being asked to vote on?
In order to complete the Merger, among other things: Amedisys stockholders must approve the Amedisys Merger Proposal. Amedisys is holding the Amedisys Special Meeting to obtain approval of the Amedisys Merger Proposal. At the Amedisys Special Meeting, Amedisys stockholders will also be asked to consider and vote on the Amedisys Compensation Proposal and the Amedisys Adjournment Proposal.
Does my vote matter?
Yes, your vote is very important, regardless of the number of shares that you own. The Merger cannot be completed unless the Amedisys Merger Proposal is approved by Amedisys stockholders.
The approval of the Amedisys Compensation Proposal and the Amedisys Adjournment Proposal are not required to complete the Merger.
What happened to the proposed merger with Option Care Health and the related special meeting of Amedisys stockholders?
The OPCH Merger Agreement was terminated on June 26, 2023 pursuant to the Termination Agreement, dated June 26, 2023, by and among Amedisys, Option Care Health and OPCH Merger Sub (the “Termination Agreement”), which was effective upon receipt by Option Care Health of a $106 million termination fee (the “OPCH Termination Fee”) paid by Parent, on behalf of, Amedisys. On June 26, 2023, following receipt by Option Care Health of the OPCH Termination Fee, Parent, Merger Sub and Amedisys entered into the Merger Agreement. For more information regarding the background of the merger, see the section entitled “The Merger — Background of the Merger.
When and where will the Amedisys Special Meeting take place?
The Amedisys Special Meeting is scheduled to be held at 10:00 a.m., Central Daylight Saving Time, on            , 2023, at our executive office located at 1005 17th Avenue South, Nashville, Tennessee 37212.
Attendance at the Amedisys Special Meeting is limited to Amedisys stockholders of record as of the Amedisys Record Date for the Amedisys Special Meeting.
If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to attend the Amedisys Special Meeting, you must present proof of your ownership of Amedisys
 
1

 
Common Stock, such as a bank or brokerage account statement, as of the Amedisys Record Date to be admitted to the Amedisys Special Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Amedisys Special Meeting.
Amedisys stockholders also must present a form of personal identification in order to be admitted to the Amedisys Special Meeting. No cameras, recording equipment or electronic devices will be permitted in the Amedisys Special Meeting.
Even if you plan to attend the Amedisys Special Meeting, Amedisys recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Amedisys Special Meeting.
What will Amedisys stockholders receive for their shares of Amedisys Common Stock if the Merger is completed?
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger: (i) each share of Amedisys Common Stock held in treasury by Amedisys or owned by Parent or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $101 per share in cash, without interest (the “per share merger consideration” and the total amount to be paid, the “Merger Consideration”), less any applicable withholding taxes. Stockholders and beneficial owners of shares of Amedisys Common Stock who continuously hold their shares through the effective date of the Merger, who do not vote in favor of the Amedisys Merger Proposal, who properly demand in writing an appraisal of their shares of Amedisys Common Stock delivered to Amedisys prior to the taking of the vote on the Amedisys Merger Proposal and who comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the section entitled “Appraisal Rights” in the accompanying proxy statement and which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262), will be entitled to appraisal rights to receive, in cash, the fair value of their shares of Amedisys Common Stock as determined by the Delaware Court of Chancery.
How does the Amedisys Board recommend that I vote at the Amedisys Special Meeting?
The Amedisys Board has carefully considered and unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Amedisys and its stockholders. The Amedisys Board unanimously recommends that Amedisys stockholders vote “FOR” the Amedisys Merger Proposal and “FOR” each of the other proposals to be considered at the Amedisys Special Meeting and described in the accompanying proxy statement.
In considering the recommendations of the Amedisys Board, Amedisys stockholders should be aware that Amedisys directors and executive officers have interests in the Merger, including financial interests, that are different from, or in addition to, their interests as Amedisys stockholders generally. The members of the Amedisys Board were aware of and carefully considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and in determining to recommend that Amedisys stockholders approve the Amedisys Merger Proposal. For a more complete description of these interests, see the section entitled “Interests of Amedisys Directors and Executive Officers in the Merger.”
Who is entitled to vote at the Amedisys Special Meeting?
All holders of record of shares of Amedisys Common Stock who held shares at the close of business on            , 2023, the Amedisys Record Date, are entitled to receive notice of, and to vote at, the Amedisys Special Meeting. Each share of Amedisys Common Stock is entitled to one vote per share.
 
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Attendance at the Amedisys Special Meeting is not required to vote. See below and the section entitled “The Amedisys Special Meeting — Methods of Voting” for instructions on how to vote without attending the Amedisys Special Meeting.
In accordance with Delaware law, a list of stockholders entitled to vote at the Amedisys Special Meeting will be available for a period of ten days ending on the day before the Amedisys Special Meeting, Monday through Friday between the hours of 9:00 a.m. and 4:00 p.m., local time, at Amedisys’ principal executive offices located at 3854 American Way, Suite A, Baton Rouge, Louisiana 70816.
What is a proxy?
A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. You can vote your shares by proxy via the internet, telephone or mail, and instructions regarding all methods of voting are provided on the proxy card. If you hold shares beneficially through a broker, bank or other nominee in “street name,” you should follow the voting instructions provided by your broker, bank or other nominee.
How many votes do I have at the Amedisys Special Meeting?
Each Amedisys stockholder is entitled to one vote on each proposal for each share of Amedisys Common Stock held of record at the close of business on the Amedisys Record Date. At the close of business on the Amedisys Record Date, there were    shares of Amedisys Common Stock outstanding.
What constitutes a quorum for the Amedisys Special Meeting?
A quorum is the minimum number of shares required to be represented, either through attendance at the Amedisys Special Meeting or through representation by proxy, to hold a valid meeting. The holders of a majority of the voting power of the outstanding shares of Amedisys entitled to vote generally in the election of directors must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the Amedisys Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Amedisys Special Meeting. Since all of the proposals currently expected to be voted on at the Amedisys Special Meeting are considered non-routine and non-discretionary matters, shares held in “street name” through a broker, bank or other nominee are not expected to be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals.
What happens if the Merger is not completed?
If the Amedisys Merger Proposal is not approved by Amedisys stockholders or if the Merger is not completed for any other reason, Amedisys stockholders will not receive the Merger Consideration or any other consideration in connection with the Merger, and their shares of Amedisys Common Stock will remain outstanding.
If the Merger Agreement is terminated under certain specified circumstances, Amedisys may be required to pay Parent a termination fee of $125,000,000 (the “Amedisys Termination Fee”). If the Merger Agreement is terminated under other specified circumstances, Parent may be required to pay Amedisys a regulatory break fee equaling a net amount of $144,000,000 (the “Regulatory Break Fee”). Further, under specified circumstances Amedisys may be required to reimburse Parent for the $106,000,000 OPCH Termination Fee that Parent paid to Option Care Health in connection with the termination of the OPCH Merger Agreement (the “OPCH Agreement Termination Fee Refund”). See the sections entitled “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Expenses and Termination Fees” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when the Amedisys Termination Fee, Regulatory Break Fee or OPCH Agreement Termination Fee Refund may be payable by, or on behalf of, Amedisys or Parent, respectively.
If the Merger is not completed, Amedisys will remain an independent public company and the Amedisys Common Stock will continue to be listed and traded on Nasdaq under the symbol “AMED”.
 
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How can I vote my shares?
If you are an Amedisys stockholder of record, you may vote at the Amedisys Special Meeting by proxy over the internet, by telephone or by mail, or in person by attending and voting at the Amedisys Special Meeting at 10:00 a.m., Central Daylight Saving Time, on            , 2023 located at our executive office, 1005 17th Avenue South, Nashville, Tennessee 37212.
If voting by internet, go to www.proxyvote.com and follow the instructions for internet voting as shown on your proxy card. If voting by telephone, dial 1-800-690-6903 and follow the instructions for telephone voting shown on your proxy card. If voting by mail, your completed proxy card must be received no later than            , 2023.
You may also vote in person at the Amedisys Special Meeting. Voting via the internet, by telephone or by mail will not limit your right to vote at the Amedisys Special Meeting if you decide to attend and vote in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Amedisys Special Meeting. You should contact your bank or brokerage account representative to obtain a legal proxy.
If your shares of Amedisys Common Stock are held through a broker (typically referred to as being held in “street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares. Stockholders who hold shares in street name should generally be able to vote by returning the voting instruction form to their broker or by telephone or via the internet. However, the availability of telephone or internet voting will depend on the voting process of your broker.
What is a “broker non-vote”?
Banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” or “discretionary” but not with respect to “non-routine” or “non-discretionary” matters. All of the proposals currently expected to be voted on at the Amedisys Special Meeting are “non-routine” or “non-discretionary” matters.
A “broker non-vote” occurs on a proposal when (i) a broker, bank or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the broker, bank or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Amedisys Special Meeting are non-routine or non-discretionary matters for which brokers do not have discretionary authority to vote, Amedisys does not expect there to be any broker non-votes at the Amedisys Special Meeting. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other nominee, your shares of Amedisys Common Stock will not be voted.
What stockholder vote is required for the approval of each Amedisys proposal at the Amedisys Special Meeting? What will happen if I fail to vote or abstain from voting on each Amedisys proposal at the Amedisys Special Meeting?
Amedisys Proposal 1: Amedisys Merger Proposal
Assuming a quorum is present at the Amedisys Special Meeting, approval of the Amedisys Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of Amedisys Common Stock entitled to vote thereon. If you are an Amedisys stockholder and fail to vote, fail to instruct your bank, broker or other nominee to vote with respect to the Amedisys Merger Proposal or abstain from voting, it will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal.
 
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Amedisys Proposal 2: Amedisys Compensation Proposal
Assuming a quorum is present at the Amedisys Special Meeting, approval of the Amedisys Compensation Proposal requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy to vote on the Amedisys Compensation Proposal will have the same effect as a vote “AGAINST” the Amedisys Compensation Proposal. Broker non-votes, if any, will have no effect on the Amedisys Compensation Proposal.
Amedisys Proposal 3: Amedisys Adjournment Proposal
Approval of the Amedisys Adjournment Proposal requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Adjournment Proposal. An abstention by any shares present or represented by proxy to vote on the Amedisys Adjournment Proposal will have the same effect as a vote “AGAINST” the Amedisys Adjournment Proposal. Broker non-votes, if any, will have no effect on the Amedisys Adjournment Proposal.
Why am I being asked to consider and vote on a proposal to approve, by non-binding advisory vote, the Merger-related compensation for Amedisys executive officers?
Under SEC rules, Amedisys is required to seek the approval, by non-binding advisory vote, of its stockholders relating to the compensation that may be paid or become payable to Amedisys’ executive officers that is based on or otherwise relates to the Merger. Amedisys urges its stockholders to read the section entitled “Interests of Amedisys Directors and Executive Officers in the Merger.”
What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?
If your shares of Amedisys Common Stock are registered directly in your name with the transfer agent of Amedisys, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the Amedisys Special Meeting. You may also grant a proxy directly to Amedisys or to a third party to vote your shares at the Amedisys Special Meeting.
If your shares of Amedisys Common Stock are held by a brokerage firm, bank, dealer or other similar organization, trustee, or nominee, you are considered the beneficial owner of shares held in “street name.” Your brokerage firm, bank, dealer or other similar organization, trustee, or nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by your brokerage firm, bank, dealer or other similar organization, trustee, or nominee to vote your shares.
In order to attend and vote at the Amedisys Special Meeting, you should follow the voting instructions provided by your bank, broker or other nominee. If you hold your shares of Amedisys Common Stock through a stockbroker, nominee, fiduciary or other custodian you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Amedisys Special Meeting. You should contact your bank or brokerage account representative to obtain a legal proxy.
If my shares of Amedisys Common Stock are held in “street name” by my brokerage firm, bank, dealer or other similar organization, trustee, or nominee, will my brokerage firm, bank, dealer or other similar organization, trustee, or nominee automatically vote those shares for me?
No. Your bank, broker or other nominee will only be permitted to vote your shares of Amedisys Common Stock at the Amedisys Special Meeting if you instruct your bank, broker or other nominee. You
 
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should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Banks, brokers and other nominees who hold shares of Amedisys Common Stock in “street name” for their customers have authority to vote on “routine” and “discretionary” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine and non-discretionary matters, which include all of the proposals currently expected to be voted on at the Amedisys Special Meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.
Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal. Broker non-votes, if any, will have no effect on the Amedisys Compensation Proposal or the Amedisys Adjournment Proposal.
What should I do if I receive more than one set of voting materials for the same special meeting?
If you hold shares of Amedisys Common Stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Amedisys Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same Amedisys Special Meeting.
Record Holders.   For shares held directly, you can vote your shares by proxy via the internet, telephone or mail, and instructions regarding all three methods of voting are provided on the proxy card.
Shares Held inStreet Name.”   For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by such bank, broker or other nominee to submit a proxy or vote your shares.
If a stockholder gives a proxy, how are the shares of Amedisys Common Stock voted?
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Amedisys Common Stock in the way that you indicate. For each item before the Amedisys Special Meeting you may specify whether your shares of Amedisys Common Stock should be voted “for” or “against,” or abstain from voting.
For more information regarding how your shares will be voted if you properly sign, date and return a proxy card, but do not indicate how your Amedisys Common Stock should be voted, see “Questions & Answers How will my shares be voted if I return a blank proxy?
How will my shares be voted if I return a blank proxy?
If you sign, date and return your proxy and do not indicate how you want your shares of Amedisys Common Stock to be voted, then your shares of Amedisys Common Stock will be voted in accordance with the recommendation of the Amedisys Board: “FOR” the Amedisys Merger Proposal, “FOR” the Amedisys Compensation Proposal and “FOR” the Amedisys Adjournment Proposal.
Can I change my vote after I have submitted my proxy?
Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Amedisys Special Meeting by: (a) sending a signed written notice of revocation to Amedisys’ Corporate Secretary; (b) providing new voting instructions over the internet or telephone as instructed on your proxy card; (c) submitting a properly signed and dated proxy card with a later date that is received by Amedisys’ Corporate Secretary; or (d) attending the Amedisys Special Meeting and voting in person. Only your last submitted proxy will be considered. If you beneficially hold shares in “street name,” you must contact the broker or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy. You may also change your vote by obtaining a legal proxy, executed in your favor from the holder of record, and voting your shares in person at the Amedisys Special Meeting.
 
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If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?
If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.
Where can I find the voting results of the Amedisys Special Meeting?
The preliminary voting results for the Amedisys Special Meeting are expected to be announced at that special meeting. In addition, within four business days following certification of the final voting results, Amedisys will file the final voting results of the Amedisys Special Meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.
What will happen to Amedisys as a result of the Merger?
If the Merger is completed, each share of Amedisys Common Stock you hold (excluding shares held by Amedisys as treasury stock or owned by Parent or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time) will represent only the right to receive $101.00 in cash, without interest and subject to any applicable withholding taxes. In addition, Amedisys Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and Amedisys will no longer be required to file periodic reports with the SEC with respect to Amedisys Common Stock, in accordance with applicable law, rules and regulations. Following the completion of the Merger, Amedisys Common Stock will no longer be publicly traded and you will no longer have any interest in Amedisys’ future earnings or growth. Amedisys will also become a wholly owned subsidiary of Parent at the Effective Time.
Do Amedisys stockholders have dissenters’ or appraisal rights?
Yes. If the Merger is completed and you are a stockholder or beneficial owner of shares of Amedisys Common Stock who does not vote in favor of the Amedisys Merger Proposal and otherwise complies with, and does not validly withdraw or otherwise lose your appraisal rights under the applicable provisions of Delaware law, you are entitled to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger if you take certain actions and meet certain conditions. For additional information, see the section entitled “Appraisal Rights.”. In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.
Failure to comply with all procedures required by Section 262 of the DGCL may result in a loss of your right to appraisal. Amedisys encourages you to read these provisions carefully and in their entirety and, in view of their complexity, to promptly consult with your legal and financial advisors if you wish to pursue your appraisal rights in connection with the Merger.
Are there any risks that I should consider in deciding whether to vote for the approval of the Amedisys Merger Proposal?
Yes, there are risks associated with all business combinations including the Merger. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.
What happens if I sell my shares of Amedisys Common Stock after the Amedisys Record Date but before Amedisys Special Meeting?
The Amedisys Record Date is earlier than the date of the Amedisys Special Meeting. If you sell or otherwise transfer your shares of Amedisys Common Stock after the Amedisys Record Date but before the Amedisys Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Amedisys Special Meeting. However, in order to receive the Merger Consideration, you must hold your shares of Amedisys Common Stock through the completion of the Merger. Consequently, if you transfer your shares of Amedisys Common Stock before completion of the Merger, you will have transferred your right to receive the Merger Consideration. You will also lose the ability to exercise appraisal rights in connection
 
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with the Merger with respect to the transferred shares of Amedisys Common Stock. Even if you sell or otherwise transfer your shares of Amedisys Common Stock after the Amedisys Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically or by telephone using the instructions provided in the enclosed proxy card.
What happens if I sell my shares of Amedisys Common Stock after the Amedisys Special Meeting, but before the completion of the Merger?
If you transfer your shares of Amedisys Common Stock before completion of the Merger, you will have transferred your right to receive the Merger Consideration. In order to receive the Merger Consideration, you must hold your shares of Amedisys Common Stock through the completion of the Merger. You will also lose the ability to exercise appraisal rights in connection with the Merger with respect to the transferred shares of Amedisys Common Stock.
Who will solicit and pay the cost of soliciting proxies?
Amedisys has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the Amedisys Special Meeting. Amedisys estimates that it will pay Innisfree a fee of approximately $30,000, plus reimbursement for certain out-of-pocket fees and expenses relating to this transaction and their work in connection with the OPCH Merger). Amedisys has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
Amedisys also may reimburse banks, brokers and other custodians, nominees and fiduciaries and its agents for their expenses in forwarding proxy materials to beneficial owners of Amedisys Common Stock. Amedisys directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.
When is the Merger expected to be completed?
The transaction is expected to close in 2024, subject to the approval of both companies’ stockholders, regulatory approvals, and other closing conditions. See the section entitled “The Merger Agreement — Conditions to the Consummation of the Merger.”
What are the conditions to the Merger?
The Merger is subject to a number of conditions to closing as specified in the Merger Agreement. These closing conditions include, among others, (i) approval by Amedisys stockholders of the Amedisys Merger Proposal; (ii) the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act; (iii) the receipt of the required state regulatory approvals; (iv) the absence of any law or order that has the effect of enjoining or otherwise prohibiting the completion of the Merger; (v) the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under all applicable antitrust laws without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that has resulted in or would reasonably be expected to result in a Burdensome Condition (as defined in the Merger Agreement); (vi) subject to certain exceptions, the accuracy of the representations and warranties of the other party; and (vii) performance by each party of its respective obligations under the Merger Agreement. See the section entitled “The Merger Agreement — Conditions to the Consummation of the Merger.”
If I am an Amedisys stockholder, how will I receive the merger consideration to which I am entitled?
If you are a holder of record of a certificate (an “Amedisys Certificate”) that immediately prior to the Effective Time represented outstanding shares of Amedisys Common Stock, as promptly as practicable following the Effective Time, and in no event later than the fourth business day thereafter, Parent will cause the paying agent to mail to you a letter of transmittal. The letter of transmittal will be accompanied by instructions for use in effecting the surrender of the Amedisys Certificates in exchange for the right to receive the per share merger consideration of $101 in cash, without interest. Upon surrender of an Amedisys
 
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Certificate (or affidavit of loss in lieu thereof) for cancellation to the paying agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Amedisys Certificate will be entitled to receive the per share merger consideration.
If you are a holder of record of a book-entry share (an “Amedisys Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Amedisys Common Stock, you will not be required to deliver an Amedisys Certificate or letter of transmittal or surrender such Amedisys Book-Entry Shares to the paying agent, and in lieu thereof, upon receipt of an “agent’s message” by the paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request), the holder of such Amedisys Book-Entry Share shall be entitled, upon or following the Effective Time, to receive in exchange therefor the per share merger consideration. With respect to Amedisys Book-Entry Shares held directly or indirectly through The Depository Trust Company (“DTC”), Parent and Amedisys will cooperate to establish procedures to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, and in any event on the closing date, upon surrender of such Amedisys Book-Entry Shares, the per share merger consideration. No interest will be paid or will accrue for the benefit of holders of the Amedisys Certificates or Amedisys Book-Entry Shares on the Merger Consideration or any cash payable pursuant to the Merger Agreement.
What are certain of the material U.S. federal income tax consequences of the Merger to U.S. holders of shares of Amedisys Common Stock?
The exchange of Amedisys Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws. In general, for such purposes, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger in exchange for shares of Amedisys Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. holder receives pursuant to the Merger with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Should I send in my Amedisys Certificate now?
No. Please do not send your Amedisys Certificate now. If you are a holder of record of an Amedisys Certificate, as promptly as practicable following the Effective Time, and in no event later than the fourth business day thereafter, Parent will cause the paying agent to mail to you a letter of transmittal. The letter of transmittal will be accompanied by instructions for use in effecting the surrender of the Amedisys Certificates in exchange for the right to receive the per share merger consideration of $101 in cash, without interest. Upon surrender of an Amedisys Certificate (or affidavit of loss in lieu thereof) for cancellation to the paying agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, such holder of such Amedisys Certificate will be entitled to receive the per share merger consideration.
If you are a holder of record of an Amedisys Book-Entry Share, you will not be required to deliver an Amedisys Certificate or letter of transmittal or surrender such Amedisys Book-Entry Shares to the paying agent, and in lieu thereof, upon receipt of an “agent’s message” by the paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request), the holder of such Amedisys Book-Entry Share shall be entitled, upon or following the Effective Time, to receive in exchange therefor the per share merger consideration. With respect to Amedisys Book-Entry Shares held directly or indirectly through DTC, Parent and Amedisys will cooperate to establish procedures to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, and in any event on the closing date, upon surrender of such Amedisys Book-Entry Shares, the per share merger consideration. No interest will be paid or will accrue for the benefit of holders of the Amedisys Certificates or Amedisys Book-Entry Shares on the Merger Consideration or any cash payable pursuant to the Merger Agreement.
 
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What should I do now?
You should read this proxy statement carefully and in its entirety, including the annexes.
If you are an Amedisys stockholder of record, you may vote at the Amedisys Special Meeting by proxy over the internet, by telephone, by mail, or by attending and voting at the Amedisys Special Meeting at 10:00 a.m., Central Daylight Saving Time, on            , 2023 located at our executive office, 1005 17th Avenue South, Nashville, Tennessee 37212.
If your shares of Amedisys Common Stock are held through a broker (typically referred to as being held in “street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares.
What is householding?
Householding is a procedure approved by the SEC under which a single copy of certain materials are delivered to multiple stockholders of Amedisys who share the same address, unless a contrary instruction is received from one or more of such stockholders. Amedisys has previously adopted householding for stockholders of record. As a result, stockholders with the same address and last name may receive only one copy of this proxy statement from Amedisys. Requests for additional copies of this proxy statement should be directed to: Amedisys, Inc., 3854 American Way, Suite A, Baton Rouge, Louisiana 70816, Attention: Investor Relations — Nicholas Muscato, Phone: (225) 292-2031 or (800) 467-2662. “Street name” stockholders may contact their broker, bank, or other nominee to request information about householding.
Who will count the votes?
The votes will be counted by a representative of Broadridge Financial Solutions, Inc. Mr. Scott Ginn, the Chief Financial Officer and Acting Chief Operating Officer of Amedisys, will act as the inspector of election appointed for the Amedisys Special Meeting.
How can I find more information about Amedisys?
You can find more information about Amedisys from various sources described in the section entitled “Where You Can Find More Information.”
Whom do I call if I have questions about the Amedisys Special Meeting or the Merger?
If you have questions about the Amedisys Special Meeting or the Merger, or desire additional copies of this proxy statement or additional proxies, you may use the contact information below:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll free: (877) 750-0625
Banks and Brokers may call collect: (212) 750-5833
 
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SUMMARY
For your convenience, provided below is a brief summary of certain information contained in this proxy statement. This summary highlights selected information from this proxy statement and does not contain all of the information that may be important to you as an Amedisys stockholder. For a more complete description of the terms of the Merger, you should read carefully this entire proxy statement, its annexes and the other documents to which you are referred. Items in this summary include a page reference directing you to a more complete description of those items. You may obtain the information incorporated by reference in this proxy statement, without charge, by following the instructions under “Where You Can Find More Information.”
The Parties to the Merger (Page 36)
UnitedHealth Group Incorporated
Parent is 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. Parent has nearly 400,000 colleagues in two distinct and complementary businesses working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences. Optum combines clinical expertise, technology and data to empower people, partners and providers with the care, guidance and tools they need to achieve better health. UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the health care experience and delivering access to high-quality care.
The principal executive offices of Parent are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300. Shares of common stock of Parent are listed on the New York Stock Exchange under the symbol “UNH.”
Amedisys, Inc.
Amedisys is a leading healthcare services company committed to helping its patients age in place by providing clinically excellent care and support in the home. Its operations involve serving patients across the United States through three operating divisions: home health, hospice and high acuity care. Amedisys delivers clinically distinct care that best suits its patients’ needs, whether that is home-based recovery and rehabilitation after an operation or injury or care that empowers patients to manage a chronic disease through its home health division, hospice care at the end of life or delivering the essential elements of inpatient hospital, palliative and skilled nursing facility care to patients in their homes through Amedisys’ high acuity care division.
Amedisys is among the largest providers of home health and hospice care in the United States, with approximately 18,000 employees in 522 care centers in 37 states within the United States and the District of Columbia. Its employees deliver the highest quality care performing more than 11.2 million visits for more than 455,000 patients annually. Over 3,000 hospitals and 102,000 physicians nationwide have chosen Amedisys as a partner in post-acute care. Amedisys’ principal executive offices are located at 3854 American Way, Suite A, Baton Rouge, Louisiana, 70816, and its telephone number is (225) 292-2031.
Aurora Holdings Merger Sub Inc.
Merger Sub is a Delaware corporation that was formed solely for the purposes of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a direct, wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist and Amedisys will survive the Merger as a wholly owned subsidiary of Parent.
The principal executive offices of Merger Sub’s ultimate parent, Parent, are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300.
 
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The Merger and the Merger Agreement (Pages 36 and 77)
The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A hereto. Amedisys encourages you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Merger.
The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Amedisys, with Amedisys continuing as the surviving corporation, and as a wholly owned subsidiary of Parent.
Merger Consideration (Page 37)
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger: (i) each share of Amedisys Common Stock held in treasury by Amedisys or owned by Parent or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $101 per share in cash, without interest (the “per share merger consideration” and the total amount to be paid, the “Merger Consideration”), less any applicable withholding taxes. Stockholders who have properly made and not validly withdrawn or lost a demand for appraisal rights with respect to their shares of Amedisys Common Stock pursuant to Section 262 of the DGCL will only be entitled to receive the payment provided by such appraisal and will cease to have any rights with respect to their shares.
Treatment of Amedisys Equity Awards (Page 79)
At the Effective Time, Amedisys equity awards will be treated as follows:

Each outstanding time-based vesting Amedisys restricted stock unit award (each, an “Amedisys RSU Award”) will be converted into a restricted stock unit award of Parent (a “Converted RSU Award”) with the same terms and conditions that applied to the Amedisys RSU Award, adjusted so that the number of shares of Parent common stock underlying the Converted RSU Award equals (1) the number of shares of Amedisys Common Stock subject to the Amedisys RSU Award immediately prior to the Effective Time, multiplied by (2) the per share merger consideration divided by the volume-weighted average of the closing sales price of Parent common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including the third business day prior to the closing date (such calculation described in (2), the “Equity Award Exchange Ratio”), rounded to the nearest whole number of shares of Parent common stock;

Each outstanding performance-based vesting Amedisys restricted stock unit award (each, an “Amedisys PSU Award”) will be converted into a restricted stock unit award of Parent (a “Converted PSU Award”) with the same terms and conditions that applied to the Amedisys PSU Award (other than performance-based vesting conditions), adjusted so that that the number of shares of Parent common stock underlying the Converted PSU Award equals (1) the number of shares of Amedisys Common Stock subject to such Amedisys PSU Award immediately prior to the Effective Time, multiplied by (2) the Equity Award Exchange Ratio, assuming achievement at target performance with respect to any Amedisys PSU Award for which the level of performance-vesting has not yet been determined, rounded to the nearest whole number of shares of Parent common stock;

Each outstanding option to purchase shares of Amedisys Common Stock (each, an “Amedisys Option Award”) will be converted into an option to purchase shares of Parent common stock (a “Converted Option Award”) with the same terms and conditions that applied to the Amedisys Option Award, adjusted so that the number of shares of Parent common stock underlying the Converted Option Award equals (1) the number of shares of Amedisys Common Stock subject to the Amedisys Option Award immediately prior to the Effective Time, multiplied by (2) the Equity Award Exchange Ratio, rounded down to the nearest whole number of shares of Parent common stock. A Converted Option Award will have an exercise price per share equal to (1) the exercise price per share of the equivalent Amedisys Option Award immediately prior to the Effective Time divided by (2) the Equity Award Exchange Ratio, rounded up to the nearest whole cent; and
 
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Each Amedisys RSU Award held by a current or former non-employee director of Amedisys (each, a “Director RSU Award”) outstanding as of immediately prior to the Effective Time shall be cancelled and only entitle such holder to receive (without interest) an amount in cash equal to the product of (1) the number of shares of Amedisys Common Stock subject to such Director RSU Award immediately prior to the Effective Time and (2) the per share merger consideration.

Each Converted RSU Award, Converted PSU Award and Converted Option Award will have the same terms and conditions (including any double-trigger protections but excluding any performance- based vesting conditions) that applied to the corresponding Amedisys RSU Award, Amedisys Option Award or Amedisys PSU Award, respectively, immediately prior to the Effective Time (other than any other terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or other immaterial administrative or ministerial changes).
Amedisys Employee Stock Purchase Plan (Page 80)
With respect to the Amended and Restated Amedisys Composite Employee Stock Purchase Plan (the “Amedisys ESPP”), the Amedisys Board or the appropriate committee thereof will terminate the Amedisys ESPP immediately prior to the Effective Time, and, as soon as practicable after the date of the Merger Agreement, will take all reasonably necessary action to ensure that (i) participation following the date of the Merger Agreement will be limited to those employees who participate on the date of the Merger Agreement, (ii) except to the extent necessary to maintain the status of the Amedisys ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code, participants may not increase their payroll deductions or purchase elections from those in effect on the date of the Merger Agreement, (iii) no offering period will be commenced after the date of the Merger Agreement, and (iv) each participant’s outstanding rights to purchase shares of Amedisys Common Stock under the Amedisys ESPP will automatically be exercised on the day immediately prior to the day on which the Effective Time occurs (if not earlier terminated pursuant to the terms of the Amedisys ESPP), and the resulting shares of Amedisys Common Stock will be converted into the right to receive the per share merger consideration in accordance with the Merger Agreement.
Amedisys’ Reasons for the Merger and Recommendation of the Amedisys Board (Page 56)
The Amedisys Board unanimously recommends that you vote “FOR” the Amedisys Merger Proposal, “FOR” the Amedisys Compensation Proposal and “FOR” the Amedisys Adjournment Proposal. For a description of factors considered by the Amedisys Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and additional information on the recommendation of the Amedisys Board, see the section entitled “The Merger — Amedisys’ Reasons for the Merger and Recommendation of the Amedisys Board.”
Opinion of Amedisys’ Financial Advisor
Opinion of Guggenheim Securities, LLC (Page 61; Annex B)
Amedisys retained Guggenheim Securities as its financial advisor in connection with a potential business combination involving Amedisys. In connection with the Merger, Guggenheim Securities delivered its oral opinion, subsequently confirmed in writing, to the Amedisys Board that, as of June 25, 2023 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the per share merger consideration was fair, from a financial point of view, to the stockholders of Amedisys.
The full text of the written opinion of Guggenheim Securities, dated June 25, 2023, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety, is subject to the assumptions made, procedures followed, matters considered and limitations, qualifications and other conditions contained in such opinion and necessarily based on economic, business, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.
Guggenheim Securities’ opinion was provided to the Amedisys Board (in its capacity as such) for its information and assistance in connection with its evaluation of the per share merger consideration.
 
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Guggenheim Securities’ opinion and any materials provided in connection therewith do not constitute a recommendation to the Amedisys Board with respect to the Merger, nor does Guggenheim Securities’ opinion or the summary of its underlying financial analyses elsewhere in this proxy statement constitute advice or a recommendation to any holder of Amedisys Common Stock as to how to vote or act in connection with the Merger or otherwise. Guggenheim Securities’ opinion does not address Amedisys’ underlying business or financial decision to pursue or effect the Merger, the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for Amedisys or the effects of any other transaction in which Amedisys might engage. Guggenheim Securities’ opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the per share merger consideration to the stockholders of Amedisys and did not express any view or opinion as to (i) any other term, aspect or implication of (a) the Merger (including, without limitation, the form or structure of the Merger) or the Merger Agreement or (b) any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or (ii) the fairness, financial or otherwise, of the Merger to, or of any consideration to be paid to or received by, the holders of any class of securities, creditors or other constituencies of Amedisys. Furthermore, Guggenheim Securities did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Amedisys’ directors, officers or employees, or any class of such persons, in connection with the Merger relative to the per share merger consideration or otherwise.
Pursuant to the terms of Guggenheim Securities’ engagement, Amedisys has agreed to pay Guggenheim Securities an estimated cash transaction fee of approximately $37 million. In connection with Guggenheim Securities’ engagement, Amedisys has previously paid Guggenheim Securities cash opinion fees of $8 million in the aggregate which will be credited against the foregoing cash transaction fee. In addition, Amedisys has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.
This summary is qualified in its entirety by reference to the full text of such opinion. For a description of the opinion that the Amedisys Board received from Guggenheim Securities, see the section entitled “The Merger — Opinion of Guggenheim Securities, LLC.”
The Amedisys Special Meeting (Page 27)
The Amedisys Special Meeting will be held at our executive office, 1005 17th Avenue South, Nashville, Tennessee 37212 on             2023, beginning at 10:00 a.m., Central Daylight Saving Time.
The purposes of the Amedisys Special Meeting are as follows:

Amedisys Proposal 1: Adoption of the Merger Agreement.   To consider and vote on the Amedisys Merger Proposal;

Amedisys Proposal 2: Approval, on an Advisory Non-Binding Basis, of Certain Merger-Related Compensatory Arrangements with Amedisys Named Executive Officers.   To consider and vote on the Amedisys Compensation Proposal; and

Amedisys Proposal 3: Adjournment of the Amedisys Special Meeting.   To consider and vote on the Amedisys Adjournment Proposal.
Approval of the Amedisys Merger Proposal by Amedisys stockholders is a condition to the Merger. Approval of the advisory Amedisys Compensation Proposal and the Amedisys Adjournment Proposal are not conditions to the obligation of either Parent or Amedisys to complete the Merger.
Each Amedisys stockholder is entitled to one vote on each proposal for each share of Amedisys Common Stock held of record at the close of business on the Amedisys Record Date. Only Amedisys stockholders of record at the close of business on the Amedisys Record Date are entitled to receive notice of and to vote at the Amedisys Special Meeting and any and all adjournments or postponements thereof.
A quorum of Amedisys stockholders is necessary to conduct business at the Amedisys Special Meeting. The holders of a majority of the voting power of outstanding shares of Amedisys Common Stock entitled to vote at the Amedisys Special Meeting must be present in person or represented by proxy in
 
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order to constitute a quorum for the transaction of business at the Amedisys Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Amedisys Special Meeting. Since all of the proposals currently expected to be voted on at the Amedisys Special Meeting are considered non-routine and non-discretionary matters, shares held in “street name” through a broker, bank or other nominee are not expected to be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on at least one of the proposals brought before the Amedisys Special Meeting.
Amedisys Proposal 1: Amedisys Merger Proposal
Assuming a quorum is present at the Amedisys Special Meeting, approval of the Amedisys Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of Amedisys Common Stock entitled to vote thereon at the Amedisys Special Meeting. If you are an Amedisys stockholder and fail to vote, fail to instruct your bank, broker or other nominee to vote with respect to the Amedisys Merger Proposal, or abstain from voting, it will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal.
Amedisys Proposal 2: Amedisys Compensation Proposal
Assuming a quorum is present at the Amedisys Special Meeting, approval of the Amedisys Compensation Proposal requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy on the Amedisys Compensation Proposal will have the same effect as a vote “AGAINST” the Amedisys Compensation Proposal. Broker non-votes, if any, will have no effect on the Amedisys Compensation Proposal.
Amedisys Proposal 3: Amedisys Adjournment Proposal
Approval of the Amedisys Adjournment Proposal requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Adjournment Proposal. An abstention or failure to vote any shares present or represented by proxy on the Amedisys Adjournment Proposal will have the same effect as a vote “AGAINST” the Amedisys Adjournment Proposal. Broker non-votes, if any, will have no effect on the Amedisys Adjournment Proposal.
Interests of Amedisys Directors and Executive Officers in the Merger (103)
In considering the recommendation of the Amedisys Board to vote in favor of the Amedisys Merger Proposal, Amedisys stockholders should be aware that the directors and executive officers of Amedisys have interests in the Merger, including financial interests, that may be different from, or in addition to, the interests of Amedisys stockholders generally. The members of the Amedisys Board were aware of and carefully considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and in determining to recommend that Amedisys stockholders approve the Amedisys Merger Proposal and the Amedisys Adjournment Proposal. For more information, see the section entitled “Interests of Amedisys Directors and Executive Officers in the Merger.”
 
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Certain Beneficial Owners of Amedisys Common Stock (Page 119)
At the close of business on July 24, 2023, the members of the Amedisys Board and Amedisys’ executive officers and their affiliates, as a group, owned and were entitled to vote approximately 2.12% of the shares of Amedisys Common Stock.
Amedisys currently expects that all members of the Amedisys Board and Amedisys’ executive officers will vote their shares of Amedisys Common Stock “FOR” the Amedisys Merger Proposal, “FOR” the Amedisys Compensation Proposal and “FOR” the Amedisys Adjournment Proposal. For more information regarding the security ownership of the members of the Amedisys Board and Amedisys’ executive officers, see the section entitled “Certain Beneficial Owners of Amedisys Common Stock.”
Regulatory Approvals and Related Matters (Page 74)
The obligations of Parent and Amedisys to consummate the Merger are subject to, among other conditions, the expiration or earlier termination of any waiting period (and any extension thereof) under the HSR Act. Parent and Amedisys filed the notifications required under the HSR Act with the Premerger Notification Office of the Federal Trade Commission and the Antitrust Division of the Department of Justice on July 5, 2023. Additionally, the obligations of Parent and Amedisys to consummate the Merger are subject to the receipt of approvals from certain state regulatory and government authorities pursuant to health care laws and regulations of certain states, which are referred to as the “required state regulatory approvals”. As discussed further in the section entitled, “The Merger — Regulatory Approvals and Related Matters”, Parent and Amedisys cannot complete the Merger until certain antitrust approvals and exemptions are received from U.S. regulatory authorities. Under the Merger Agreement, each of Parent and Amedisys has agreed to cooperate with each other and use their respective reasonable best efforts, with certain specified limitations, to cause the conditions to consummate the transactions contemplated by the Merger Agreement and cause the conditions to the Merger to be satisfied as promptly as reasonably practicable; however, Parent and its subsidiaries are not required to proffer or agree to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action that is, or would reasonably be expected to result in a “Burdensome Condition” ​(as defined in the Merger Agreement), including a requirement of Parent, Amedisys or any of their respective subsidiaries to divest assets generating greater than $333 million in annual revenue from third parties, any term or terms that would reasonably be expected to result in a material adverse effect on the business, operations, financial condition or results of operations of Amedisys and its subsidiaries or Parent and its subsidiaries, in each case, taken as a whole or that would reasonably be expected to require either party or their affiliates to obtain approval, including prior approval, from a governmental entity, to submit a notification to a governmental entity or to appoint a monitor with respect to consummating any future transactions. Additionally, Amedisys must agree, if reasonably requested by Parent so as to permit (if deemed reasonably likely to be necessary to permit)the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other consent under any other applicable antitrust law, in each case as soon as reasonably practicable after the date of the Merger Agreement, to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any assets, operations, rights, product lines, licenses, businesses or interests therein of Amedisys and its subsidiaries that is conditioned on the occurrence of the closing of the transactions contemplated by the Merger Agreement.
While the parties to the Merger have no reason to believe it will not be possible to complete the antitrust reviews in a timely manner, there is no certainty that the antitrust reviews will be completed within the period of time contemplated by the Merger Agreement or that the completion of such reviews would not be conditioned upon actions that would be materially adverse to Amedisys or Parent, or that a regulatory challenge to the Merger will not be made.
Litigation Related to the Merger (Page 76)
After the filing of the preliminary joint proxy statement regarding the OPCH Merger Agreement (the “OPCH Preliminary Registration Statement”), but prior to the OPCH Preliminary Registration Statement being withdrawn by Option Care Health, Amedisys received demand letters from four purported stockholders alleging that the OPCH Preliminary Registration Statement omitted material information that rendered it misleading or incomplete in violation of federal securities laws and the Amedisys Board breached their
 
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fiduciary duties. The demand letters demand corrective disclosure to the OPCH Preliminary Registration Statement. Amedisys believes the claims asserted in the demand letters are meritless. Amedisys has also received a demand from a purported stockholder in connection with the OPCH Preliminary Registration Statement seeking to inspect certain Amedisys corporate books and records under Section 220 of the DGCL.
Appraisal Rights (Page 113)
If the Merger is completed, stockholders and beneficial owners of shares of Amedisys Common Stock who do not vote in favor of the Amedisys Merger Proposal are entitled to appraisal rights under the DGCL in connection with the Merger, provided that such persons comply with the requirements of Section 262 of the DGCL, which are further summarized in the section entitled “Appraisal Rights.” In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This means that you may be entitled to have the “fair value” of your shares of Amedisys Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, determined by the Delaware Court of Chancery and paid to you in cash, together with interest as determined by the Delaware Court of Chancery, in lieu of the amount of the Merger Consideration you would have received pursuant to the Merger Agreement, if you follow the procedures set forth in Section 262 of the DGCL and certain other conditions are met. The ultimate amount you may receive in an appraisal proceeding may be less than, equal to or more than the amount you would have otherwise received under the Merger Agreement if you do not seek appraisal of your shares of Amedisys Common Stock.
To exercise your appraisal rights with respect to your shares of Amedisys Common Stock, you must, among other things, deliver a written demand for appraisal to Amedisys before the vote is taken on the Amedisys Merger Proposal and you must not vote (either in person or via the website, telephone, mail or by proxy) in favor of the Amedisys Merger Proposal with respect to such shares of Amedisys Common Stock, and you must continue to hold such shares of Amedisys Common Stock from the date of making the demand for appraisal through the Effective Time. As such, merely voting against, abstaining or failing to vote on the Amedisys Merger Agreement Proposal will not by itself constitute a demand for appraisal under the DGCL. If you fail to follow the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled “Appraisal Rights.” In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Amedisys encourages you to read these provisions carefully and in their entirety.
In view of the complexity of the DGCL, Amedisys stockholders and beneficial owners who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262 of the DGCL, accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.
Conditions to the Consummation of the Merger (Page 80)
The obligations of Parent and Amedisys to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver (to the extent permitted by applicable law) by Parent and Amedisys of the following conditions:

approval by Amedisys stockholders of the Amedisys Merger Proposal;

the expiration or termination of any waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Merger;

the receipt of the required state regulatory approvals; and
 
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the absence of any order issued or entered, or any law enacted or promulgated, after the date of the Merger Agreement by any governmental body enjoining or otherwise prohibiting the consummation of the Merger.
In addition, Parent’s and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement, including the Merger, are subject to the satisfaction or waiver by Parent (to the extent permitted by applicable law) of the following conditions:

representations and warranties Amedisys made in the Merger Agreement being true and correct, subject to the various standards and qualifications set forth in the Merger Agreement;

performance by Amedisys in all material respects of all obligations required to be performed by it under the Agreement at or prior to the closing date;

the delivery by Amedisys to Parent of a certificate duly executed by an authorized officer of Amedisys, to the effect that that the conditions in the two preceding bullet points have been satisfied; and

the expiration or termination of any waiting period (and any extension thereof) under all antitrust laws applicable to the consummation of the transactions contemplated by the Merger Agreement is done so without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that would reasonably be expected to result in a “Burdensome Condition” ​(as defined in the Merger Agreement).
In addition, Amedisys’ obligations to consummate the transactions contemplated by the Merger Agreement, including the Merger, are subject to the satisfaction or waiver by Amedisys (to the extent permitted by applicable law) of the following conditions:

representations and warranties Parent and Merger Sub made in the Merger Agreement being true and correct, subject to the various standards and qualifications set forth in the Merger Agreement;

performance by Parent in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date; and

the delivery by Parent to Amedisys of a certificate duly executed by an authorized officer of Parent, to the effect that that the conditions in the two preceding bullet points have been satisfied.
No Solicitation; Obligations to Recommend the Approval of the Approval of the Amedisys Merger Proposal (Pages 88 and 90)
Subject to certain exceptions, Amedisys has agreed that it will not, and it will cause its affiliates and its and their respective officers, directors and employees, not to, and it will use reasonable best efforts to cause its and its controlled affiliates’ investment bankers, financial advisors, attorneys, accountants and other representatives not to, directly or indirectly, (1) solicit, initiate or knowingly encourage or take any other action to knowingly facilitate any alternative transaction (as defined in the section entitled “The Merger Agreement — No Solicitation”) to acquire 20% or more of Amedisys’ voting power, consolidated revenues, net income or assets; (2) participate in any discussions or negotiations, or cooperate in any way with any person, with respect to any alternative transaction; or (3) amend or grant any waiver of any standstill or similar agreement.
The Merger Agreement includes certain exceptions to the non-solicitation covenant such that, prior to obtaining the Amedisys Stockholder Approval, Amedisys may participate in discussions and negotiations concerning an unsolicited alternative transaction if the Amedisys Board determines in good faith, after consultation with its outside counsel and financial advisors, that the alternative transaction constitutes or could reasonably be expected to result in a “superior proposal” ​(as defined in the section entitled “The Merger Agreement — No Solicitation”). Also, the Amedisys Board may, subject to complying with certain specified procedures, including providing Parent and Amedisys with a good faith opportunity to negotiate, (1) withdraw its recommendation in favor of the Amedisys Merger Proposal in response to an unsolicited “superior proposal” and, subject to compliance with certain terms and conditions of the Merger Agreement, enter into a definitive agreement with a third party with respect to such unsolicited “superior proposal”, to
 
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the extent failure to do so would be inconsistent with its fiduciary duties under applicable law; or (2) withdraw its recommendation in favor of the Amedisys Merger Proposal in response to an “intervening event” ​(as defined in the section entitled “The Merger Agreement — Obligations to Recommend the Approval of the Amedisys Merger Proposal”) that becomes known after the date of the Merger Agreement but prior to the Amedisys Stockholder Approval to the extent failure to do so would be inconsistent with its fiduciary duties under applicable law.
Notwithstanding the foregoing, the Merger Agreement provides that Amedisys’ obligation to hold the Amedisys Special Meeting will not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys alternative transaction or an Amedisys Board recommendation change (as defined below).
For a more complete description of the limitations on the solicitation of transaction proposals from third parties and the ability of the Amedisys Board to withdraw its respective recommendation with respect to the transaction or terminate the Merger Agreement in order to enter into a definitive agreement for an alternative transaction with respect to an unsolicited “superior proposal”, see the sections entitled “The Merger Agreement — No Solicitation”; “The Merger Agreement — Obligations to Recommend the Approval of the Amedisys Merger Proposal” and “The Merger Agreement — Termination of the Merger Agreement.”
Termination of the Merger Agreement (Page 97)
The Merger Agreement may be terminated at any time prior to the Effective Time:

by the mutual written consent of Amedisys and Parent;

by either Amedisys or Parent if:

the Merger shall not have been consummated by June 26, 2024 (the “Outside Date”); provided that if the closing shall not have occurred by the Outside Date but on that date any of the conditions that relate to any antitrust laws or healthcare laws or orders entered thereunder shall not be satisfied or waived but all other conditions shall have been satisfied or waived (other than those that by their terms are to be fulfilled at the closing, provided that each such condition would be capable of being fulfilled if the closing were to occur on such date), then the Outside Date will automatically, without any action on the part of the parties to the Merger Agreement, be extended to December 27, 2024, and such date shall be the “Outside Date” under the Merger Agreement; provided, further, that the right to terminate the Merger Agreement pursuant to this bullet point will not be available to any party if a material breach by such party of any of its obligations under the Merger Agreement has been the principal cause of or principally resulted in the failure of the closing to have occurred on or before the Outside Date;

the Amedisys Stockholder Approval has not been obtained upon a vote taken thereon at the Amedisys Special Meeting duly convened therefor or at any adjournment or postponement thereof;

(A) prior to the Effective Time, any governmental entity of competent jurisdiction has issued or entered any order that has the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, and such order has become final and non-appealable, or (B) any expiration, termination, authorization or consent from a governmental entity required to be obtained related to (i) the HSR Act and (ii) the required state regulatory approvals specified in Amedisys’ confidential disclosure letter has been denied and such denial has become final and non-appealable; provided that the right to terminate the Merger Agreement under this bullet point will not be available to a party if a material breach by such party of any of its relevant obligations under the Merger Agreement has been the principal cause of or principally resulted in the issuance of such order or the denial of such expiration, termination, authorization or consent;

by Parent:

if Amedisys has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement such that any of the closing conditions for Parent relating to the accuracy of Amedisys’ representations and warranties or compliance
 
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by Amedisys with its covenants and agreements would not be satisfied and such breach or failure to perform is incapable of being cured by Amedisys or is not cured by the earlier of (x) the Outside Date and (y) 45 days of written notice thereof from Parent, provided, that Parent will not have the right to terminate the Merger Agreement as described in this bullet point if Parent is then in breach of any representation, warranty, covenant or obligation under the Merger Agreement in the such that any of the closing conditions for Amedisys relating to the accuracy of Parent’s representations and warranties or compliance by Parent with its covenants and agreements would not be satisfied;

at any time prior to the Amedisys Special Meeting, (A) if the Amedisys Board or any committee thereof has (i) withdrawn, qualified or modified, or proposed publicly to withdraw, qualify or modify, or failed to make, in each case in a manner adverse to Parent, the approval or recommendation by the Amedisys Board or such committee of the Merger or the Merger Agreement, (ii) failed to include in this proxy statement the recommendation of the Amedisys Board in favor of the Merger Agreement and the Merger, (iii) failed to publicly, within ten business days after the commencement of a tender or exchange offer relating to shares of Amedisys Common Stock (or, if earlier, at least two business days prior to the Amedisys Special Meeting), recommend the rejection of such tender or exchange offer by the holders of such shares of Amedisys Common Stock and reaffirm its recommendation of the Merger Agreement and the Merger or (iv) failed to publicly reaffirm its recommendation of the Merger Agreement and the Merger within ten business days of Parent’s written request to do so (or, if earlier, at least two business days prior to the Amedisys Special Meeting) following the public announcement of any Amedisys alternative transaction or any material amendment, including any change to the price or form of consideration of such Amedisys alternative transaction (which request may only be made once with respect to any particular Amedisys alternative transaction and each material modification thereof) (any such action or failure to act, an “Amedisys Board recommendation change”) or (B) if Amedisys or its subsidiaries have materially breached the obligations set forth in the Merger Agreement regarding no solicitation (see the section entitled “The Merger Agreement — No Solicitation”);

by Amedisys:

if Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement such that any of the closing conditions for Amedisys relating to the accuracy of Parent’s representations and warranties or compliance by Parent with its covenants and agreements would not be satisfied and such breach or failure to perform is incapable of being cured by Parent or is not cured by the earlier of (x) the Outside Date and (y) 45 days of written notice thereof from Amedisys, provided, however, that Amedisys will not have the right to terminate the Merger Agreement as described in this bullet point if Amedisys is then in breach of any representation, warranty, covenant or obligation under the Merger Agreement such that any of the closing conditions for Parent relating to the accuracy of Amedisys’ representations and warranties or compliance by Amedisys with its covenants and agreements would not be satisfied; and

at any time prior to the Amedisys Special Meeting, in order to enter into a definitive agreement with any person (or group of persons) other than Parent and its subsidiaries with respect to a “superior proposal” ​(as defined in the section entitled “The Merger Agreement — Obligations to Recommend the Approval of the Amedisys Merger Proposal”), provided, however, that Amedisys will not have the right to terminate the Merger Agreement as described in this bullet point if Amedisys (i) has not paid a termination fee of $125,000,000 to Parent (the “Amedisys Termination Fee”), (ii) has not refunded the $106,000,000 OPCH Termination Fee that Parent had paid, on behalf of Amedisys, to Option Care Health in connection with the termination of the OPCH Merger Agreement (the “OPCH Termination Fee Refund”), or (iii) has materially breached its obligations to not solicit in respect of such “superior proposal” ​(see the section entitled “The Merger Agreement — No Solicitation”).
Certain provisions in the Merger Agreement relating to fees and expenses, confidentiality, termination fees, applicable law, no third-party beneficiaries, effect of termination, non-survival of representations and
 
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warranties, specific performance and certain other miscellaneous provisions will survive the termination of the Merger Agreement and will remain in full force and effect, and no such termination will relieve any person of any liability for a material breach or failure to perform under the Merger Agreement that is the consequence of an intentional act or omission of a party with the knowledge that such act or omission would, or would reasonably be expected to, cause a material breach of the Merger Agreement. For a more complete description of the Merger Agreement provisions that will survive the termination of the Merger Agreement see the section entitled “The Merger Agreement — Termination of the Merger Agreement.”
Termination Fees (Page 99)
The Merger Agreement provides that Amedisys will pay Parent the Amedisys Termination Fee of $125 million:

if Parent terminates the Merger Agreement in response to (i) the Amedisys Board or any committee thereof making an Amedisys Board recommendation change or if Parent or Amedisys terminates the Merger Agreement because the Amedisys Stockholder Approval is not obtained at the Amedisys Special Meeting or any adjournment or postponement thereof and, immediately prior to the Amedisys Special Meeting, Parent would have been entitled to terminate the Merger Agreement in response to the Amedisys Board or any committee thereof making an Amedisys Board recommendation change or (ii) Amedisys or its subsidiaries having materially breached the obligations set forth in the Merger Agreement regarding no solicitation (see the section entitled “The Merger Agreement — No Solicitation”);

if the Merger Agreement is terminated by either Parent or Amedisys as a result of (i) the Outside Date having passed or (ii) the Amedisys Stockholder Approval not having been obtained at the Amedisys Special Meeting, and, in each case, (A) at or prior to the Amedisys Special Meeting in the case of a termination as a result of the Amedisys Stockholder Approval not having been obtained at the Amedisys Special Meeting or any adjournment or postponement thereof, or at or prior to the time of such termination in the case of a termination as a result of the Outside Date having passed, a person has publicly announced a proposal (or the intention to make a proposal) for an Amedisys alternative transaction or such proposal has otherwise become publicly known, and (B) Amedisys enters into or consummates an alternative transaction within 12 months of such termination;

if the Merger Agreement is terminated by Parent as a result of Amedisys having breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform would result in the failure of a condition related to the accuracy of its representations and warranties or performance of its covenants in the Merger Agreement and which breach or failure to perform is incapable of being cured by Amedisys or was not cured by the earlier of (i) the Outside Date and (ii) 45 days of written notice from Parent, and (A) at or prior to the time of such termination, a person has publicly announced a proposal (or the intention to make a proposal) for an Amedisys alternative transaction or such proposal has otherwise become publicly known, and (B) Amedisys enters into or consummates an alternative transaction within 12 months of such termination; or

if the Merger Agreement is terminated by Amedisys at any time prior to the Amedisys Special Meeting in order to enter into a definitive agreement with any person (or group of persons) other than Parent and its subsidiaries with respect to a “superior proposal” ​(as defined in the section entitled “The Merger Agreement — Obligations to Recommend the Approval of the Amedisys Merger Proposal”) (see the section entitled “The Merger Agreement — No Solicitation”).
Additionally, the Merger Agreement provides that Amedisys will pay Parent the OPCH Termination Fee Refund of $106 million within two days after the date of termination of the Merger Agreement under all circumstances in which the Merger Agreement is terminated pursuant to its terms except:

if the Merger Agreement is terminated by either Parent or Amedisys as a result of the Outside Date having passed, and at the time of such termination (A) any of the following conditions have not been satisfied or waived (i) the expiration or termination of any waiting period (and any extension thereof) under all antitrust laws applicable to the consummation of the transactions contemplated by the Merger Agreement is done so without the imposition by any governmental entity of any term,
 
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condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that would reasonably be expected to result in a “Burdensome Condition” ​(as defined in the Merger Agreement); (ii) the expiration or termination of any waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Merger or (iii) the absence of any order issued or entered, or any law enacted or promulgated, after the date of the Merger Agreement by any governmental entity enjoining or otherwise prohibiting the consummation of the Merger (solely to the extent such condition in this (iii) relates to any antitrust law), (B) all other conditions for the obligations of Parent and Amedisys to consummate the transactions contemplated by the Merger Agreement are satisfied or waived, other than (1) the conditions to closing specified in clause (A) of this bullet point, (2) those that were to be fulfilled at Closing and (3) those that would have been fulfilled had the contemplated transactions been consummated at such time, and (C) no willful breach by Amedisys of its obligation under the regulatory efforts covenant contained in the Merger Agreement to cooperate with Parent and use reasonable best efforts to consummate the transactions contemplated by the Merger Agreement contributed materially to the failure of the conditions set forth in (A) above;

if the Merger Agreement is terminated by either Parent or Amedisys as a result of (A) any governmental entity of competent jurisdiction issuing or entering any order that has the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, and such order has become final and non-appealable prior to the Effective Time, or (B) any expiration, termination, authorization or consent from a governmental entity required to be obtained related to (i) the HSR Act or (ii) the required state regulatory approvals specified in Amedisys’ confidential disclosure letter has been denied and such denial has become final and non-appealable and in the case of each of (A) and (B) of this bullet point, (1) that a material breach by the terminating party of any of its relevant obligations under the Merger Agreement has not been the principal cause of or principally resulted in the issuance of such order or the denial of such expiration, termination, authorization or consent and (2) that the applicable order, expiration, termination authorization or consent in clause (A) or (B) of this bullet point that gives rise to such termination right is in respect of, pursuant to or arises under any applicable antitrust law; or

if the Merger Agreement is terminated by Amedisys as a result of Parent having breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform would result in the failure of a condition related to the accuracy of its representations and warranties or performance of its covenants in the Merger Agreement and which breach or failure to perform is incapable of being cured by Parent or was not cured by the earlier of (i) the Outside Date and (ii) 45 days of written notice from Amedisys, provided that Amedisys is not at the time of such termination in breach of any representations, warranties covenants or agreements contained in the Merger Agreement, which breach would result in a failure of a condition related to the accuracy of its representations and warranties or performance of its covenants in the Merger Agreement.
The Merger Agreement provides that Parent will pay Amedisys a termination fee of $250 million less an amount of $106 million representing the OPCH Termination Fee paid by Parent to Option Care Health on behalf of Amedisys, equaling a net amount of $144 million (such fee, the “Regulatory Break Fee”):

if the Merger Agreement is terminated by either Parent or Amedisys as a result of the Outside Date having passed, and at the time of such termination (A) any of the following conditions have not been satisfied or waived (i) the expiration or termination of any waiting period (and any extension thereof) under all antitrust laws applicable to the consummation of the transactions contemplated by the Merger Agreement is done so without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that would reasonably be expected to result in a “Burdensome Condition” ​(as defined in the Merger Agreement); (ii) the expiration or termination of any waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Merger or (iii) the absence of any order issued or entered, or any law enacted or promulgated, after the date of the Merger Agreement by any governmental entity enjoining or otherwise prohibiting the consummation of the Merger (solely to the extent such condition in this (iii) relates to any antitrust law), (B) all other conditions for the obligations of Parent and Amedisys to consummate the transactions contemplated by the Merger
 
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Agreement are satisfied or waived, other than (1) the conditions to closing specified in clause (A) of this bullet point, (2) those that were to be fulfilled at Closing and (3) those that would have been fulfilled had the contemplated transactions been consummated at such time, and (C) no willful breach by Amedisys of its obligation under the regulatory efforts covenant contained in the Merger Agreement to cooperate with Parent and use reasonable best efforts to consummate the transactions contemplated by the Merger Agreement contributed materially to the failure of the conditions set forth in (A) above; or

if the Merger Agreement is terminated by either Parent or Amedisys as a result of (A) any governmental entity of competent jurisdiction issuing or entering any order that has the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, and such order has become final and non-appealable prior to the Effective Time, or (B) any expiration, termination, authorization or consent from a governmental entity required to be obtained related to (i) the HSR Act or (ii) the required state regulatory approvals specified in Amedisys’ confidential disclosure letter has been denied and such denial has become final and non-appealable and in the case of each of (A) and (B) of this bullet point, (1) that a material breach by the terminating party of any of its relevant obligations under the Merger Agreement has not been the principal cause of or principally resulted in the issuance of such order or the denial of such expiration, termination, authorization or consent and (2) that the applicable order, expiration, termination authorization or consent in clause (A) or (B) of this bullet point that gives rise to such termination right is in respect of, pursuant to or arises under any applicable antitrust law.
Material U.S. Federal Income Tax Consequences of the Merger (Page 110)
The exchange of Amedisys Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws. In general, for such purposes, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger in exchange for shares of Amedisys Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. holder receives pursuant to the Merger with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Delisting and Deregistration of Amedisys Common Stock (Page 76)
If the Merger is completed, Amedisys Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, following which Amedisys will no longer be required to file periodic reports with the SEC with respect to Amedisys Common Stock.
 
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MARKET PRICE AND DIVIDEND INFORMATION
Market Prices
Amedisys Common Stock is listed on Nasdaq under the symbol “AMED.”
On June 23, 2023, the last trading day before the public announcement of the execution of the Merger Agreement, the high and low sale prices for the Amedisys Common Stock as reported on Nasdaq were $91.61 and $90.52 per share, respectively. The closing price of the shares of Amedisys Common Stock on Nasdaq on June 23, 2023 was $91.21 per share.
On            , 2023, the latest practicable trading day before the printing of this proxy statement, the closing price of the Amedisys Common Stock on Nasdaq was $       per share. You are encouraged to obtain current market quotations for Amedisys Common Stock.
The market price of Amedisys Common Stock has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this proxy statement to the date of the Amedisys Special Meeting and the date the Merger is completed.
The per share merger consideration that Amedisys stockholders will receive in the Merger is fixed and will not change.
Accordingly, Amedisys stockholders are advised to obtain a current market quotation for Amedisys Common Stock in determining whether to vote in favor of the proposals at the Amedisys Special Meeting, including the Amedisys Merger Proposal.
Dividends
Amedisys has never declared nor paid any cash dividends on Amedisys Common Stock.
Under the terms of the Merger Agreement, Amedisys is prohibited from declaring, setting aside or paying any dividends on, or make any other distributions in respect of, any of their respective capital stock prior to the Effective Time.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Statements in this proxy statement that are not reported financial results or other historical information of Amedisys are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements relating to the potential benefits of the proposed transaction between the Amedisys and Parent; the prospective performance and outlook of Amedisys’ business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, as well as any assumptions underlying any of the foregoing. In some cases, you can identify these forward-looking statements by the use of terminology 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 Merger as well as statements regarding the impact of the Merger on Parent’s and Amedisys’ business and future financial and operating results, the amount and timing of synergies from the Merger and the closing date for the Merger.
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’ 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’ control. Amedisys’ 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, (i) 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 Merger on the anticipated terms and timetable, (ii) the inability to complete the Merger 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 Merger is delayed, is not obtained or is obtained subject to conditions that are not anticipated, (iii) the effect of the pendency of the Merger, which may be affected by, among other things, the ability of Amedisys to maintain relationships with its patients, payers and providers and retain its management and key employees, (iv) costs related to the Merger and (v) the diversion of management’s time and attention from ordinary course business operations to completion of the Merger 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 Parent’s and Amedisys’ respective filings with the SEC, including the risk factors discussed in Amedisys’ most recent Annual Reports on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and future filings with the SEC. See the section entitled “Where You Can Find More Information.
Any forward-looking statement included in this proxy statement is based only on information currently available to Amedisys and speaks only as of the date hereof. 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’ forward-looking statements.
 
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THE PARTIES TO THE MERGER
UnitedHealth Group Incorporated
Parent is 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. Parent has nearly 400,000 colleagues in two distinct and complementary businesses working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences. Optum combines clinical expertise, technology and data to empower people, partners and providers with the care, guidance and tools they need to achieve better health. UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the health care experience and delivering access to high-quality care.
The principal executive offices of Parent are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300. Shares of common stock of Parent are listed on the New York Stock Exchange under the symbol “UNH.”
Amedisys, Inc.
Amedisys is a leading healthcare services company committed to helping its patients age in place by providing clinically excellent care and support in the home. Its operations involve serving patients across the United States through three operating divisions: home health, hospice and high acuity care. Amedisys delivers clinically distinct care that best suits its patients’ needs, whether that is home-based recovery and rehabilitation after an operation or injury or care that empowers patients to manage a chronic disease through its home health division, hospice care at the end of life or delivering the essential elements of inpatient hospital, palliative and skilled nursing facility care to patients in their homes through Amedisys’ high acuity care division.
Amedisys is among the largest providers of home health and hospice care in the United States, with approximately 18,000 employees in 522 care centers in 37 states within the United States and the District of Columbia. Its employees deliver the highest quality care performing more than 11.2 million visits for more than 455,000 patients annually. Over 3,000 hospitals and 102,000 physicians nationwide have chosen Amedisys as a partner in post-acute care. Amedisys’ principal executive offices are located at 3854 American Way, Suite A, Baton Rouge, Louisiana 70816, and its telephone number is (225) 292-2031.
Aurora Holdings Merger Sub Inc.
Merger Sub is a Delaware corporation that was formed solely for the purposes of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a direct, wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist and Amedisys will survive the Merger as a wholly owned subsidiary of Parent.
The principal executive offices of Merger Sub’s ultimate parent, Parent, are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300.
 
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THE AMEDISYS SPECIAL MEETING
This proxy statement is being provided to Amedisys stockholders in connection with the solicitation of proxies by the Amedisys Board for use at the Amedisys Special Meeting and at any adjournments or postponements thereof. Amedisys stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the Merger Agreement and the transactions contemplated thereby, including the Merger.
Date, Time and Place of the Amedisys Special Meeting
The Amedisys Special Meeting is scheduled to be held at our executive office, 1005 17th Avenue South, Nashville, Tennessee 37212 on            , 2023, beginning at 10:00 a.m., Central Daylight Saving Time.
Matters to Be Considered at the Amedisys Special Meeting
The purpose of the Amedisys Special Meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement:

Amedisys Proposal 1 — Adoption of the Merger Agreement:   To adopt the Merger Agreement;

Amedisys Proposal 2 — Advisory Non-Binding Vote on Merger-Related Compensation for Named Executive Officers:   To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Amedisys named executive officers that is based on or otherwise relates to the Merger; and

Amedisys Proposal 3 — Adjournment of the Amedisys Special Meeting:   To approve the adjournment of the Amedisys Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Amedisys Special Meeting to approve the Amedisys Merger Proposal.
Approval of the Amedisys Merger Proposal by Amedisys stockholders is a condition to the Merger. Approval of the non-binding advisory Amedisys Compensation Proposal and the Amedisys Adjournment Proposal are not conditions to the obligations of either Parent or Amedisys to complete the Merger.
Only business within the purposes described in the Amedisys Special Meeting notice may be conducted at the Amedisys Special Meeting.
Recommendation of the Amedisys Board of Directors
At a special meeting held on June 25, 2023, the Amedisys Board unanimously: (1) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement; (2) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Amedisys and the stockholders of Amedisys; (3) resolved to recommend the adoption of the Merger Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in the Merger Agreement; and (4) directed that the Merger Agreement be submitted to the stockholders of Amedisys for adoption at the Amedisys Special Meeting.
Accordingly, the Amedisys Board unanimously recommends that Amedisys stockholders vote:

Amedisys Proposal 1:   “FOR” the Amedisys Merger Proposal;

Amedisys Proposal 2:   “FOR” the Amedisys Compensation Proposal; and

Amedisys Proposal 3:   “FOR” the Amedisys Adjournment Proposal.
See the section entitled “The Merger — Amedisys’ Reasons for the Merger and Recommendation of the Amedisys Board.”
Record Date for the Amedisys Special Meeting and Voting Rights
The record date to determine Amedisys stockholders who are entitled to receive notice of and to vote at the Amedisys Special Meeting or any adjournments or postponements thereof is            , 2023. At
 
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the close of business on the Amedisys Record Date, there were        shares of Amedisys Common Stock issued and outstanding and entitled to vote at the Amedisys Special Meeting.
Each Amedisys stockholder is entitled to one vote on each proposal for each share of Amedisys Common Stock held of record at the close of business on the Amedisys Record Date. Only Amedisys stockholders of record at the close of business on the Amedisys Record Date are entitled to receive notice of and to vote at the Amedisys Special Meeting and any and all adjournments or postponements thereof.
Quorum, Abstentions and Broker Non-Votes
A quorum of Amedisys stockholders is necessary to conduct business at the Amedisys Special Meeting. The presence, in person or by proxy of the holders of a majority of the voting power of outstanding shares of Amedisys Common Stock entitled to vote at the Amedisys Special Meeting will constitute a quorum. Shares of Amedisys Common Stock present at the Amedisys Special Meeting or represented by proxy and entitled to vote, including shares for which an Amedisys stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Amedisys Special Meeting are considered “non-routine” and “non-discretionary” matters, shares held in “street name” are not expected to be counted as present for the purpose of determining the existence of a quorum unless the Amedisys stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the Amedisys Special Meeting. If a quorum is not present, the Amedisys Special Meeting will be adjourned or postponed until the holders of the number of shares of Amedisys Common Stock required to constitute a quorum attend. The Amedisys Special Meeting may also be adjourned to another place, date or time, even if a quorum is present.
Banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that are “non-routine.” This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals for consideration at the Amedisys Special Meeting are considered “non-routine” matters, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the Amedisys Special Meeting. As a result, Amedisys does not expect any broker non-votes at the Amedisys Special Meeting and if you hold your shares of Amedisys Common Stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Amedisys Special Meeting unless they have received voting instructions from the beneficial owners.
Required Votes
The vote required to approve each of the proposals listed below assumes the presence of a quorum at the Amedisys Special Meeting. As described above, Amedisys does not expect there to be any broker non- votes at the Amedisys Special Meeting.
Proposal
Required Vote
Effects of Certain Actions
Amedisys Proposal 1:
Amedisys Merger Proposal
Approval requires the affirmative vote of the holders of a majority of all outstanding shares of Amedisys Common Stock entitled to vote thereon at the Amedisys Special Meeting The failure to vote, the failure to instruct your brokerage firm, bank, dealer or other similar organization, trustee, or nominee to vote shares held in “street name” on the Amedisys Merger Proposal, an abstention from voting, or a broker
 
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Proposal
Required Vote
Effects of Certain Actions
non-vote, if any, will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal.
Amedisys Proposal 2: Amedisys Compensation Proposal Approval requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the Amedisys Special Meeting and entitled to vote thereon Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy on the Amedisys Compensation Proposal will have the same effect as a vote “AGAINST” the Amedisys Compensation Proposal. Broker non-votes, if any, will have no effect on the Amedisys Compensation Proposal
Amedisys Proposal 3: Amedisys Adjournment Proposal
Approval requires the affirmative vote of a majority of the shares of Amedisys Common Stock present or represented by proxy at the Amedisys Special Meeting and entitled to vote thereon Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Adjournment Proposal. An abstention by any shares present or represented by proxy on the Amedisys Adjournment Proposal will have the same effect as a vote “AGAINST” the Amedisys Adjournment Proposal. Broker non-votes, if any, will have no effect on the Amedisys Adjournment Proposal.
Vote of Amedisys Directors and Executive Officers
As of            , 2023, the Amedisys Record Date, Amedisys directors and executive officers beneficially owned and were entitled to vote in the aggregate shares of Amedisys Common Stock which represented approximately     % of the Amedisys Common Stock issued and outstanding on the Amedisys Record Date.
 
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Amedisys currently expects that all Amedisys directors and Amedisys executive officers will vote their shares “FOR” the Amedisys Merger Proposal, “FOR” the Amedisys Compensation Proposal and “FOR” the Amedisys Adjournment Proposal, although none of them has entered into any agreements obligating them to do so.
Methods of Voting
Stockholders of Record
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record with respect to those shares and the notice of the Amedisys Special Meeting is being sent to you directly by Broadridge Financial Solutions, Inc. If you are an Amedisys stockholder of record, you may vote at the Amedisys Special Meeting by proxy over the internet, by telephone, or by mail, as described below.

By Internet:   Go to the web address www.proxyvote.com and follow the instructions for internet voting as shown on your proxy card. Your vote must be received before the polls close at the Amedisys Special Meeting to be counted. If you vote via the internet, you do not need to return a proxy card by mail.

By Telephone:   Dial the toll-free number specified on your proxy card and follow the instructions for telephone voting shown on the proxy card mailed to you.

By Mail:   If you received a proxy card in the mail, and you do not wish to vote via the internet or by telephone, you can complete, sign, date and mail the proxy card in the envelope provided. If you vote via the internet or by telephone, please do not mail your proxy card. If you vote by mail, your completed proxy card must be received prior to the Amedisys Special Meeting.
Unless revoked, all duly executed proxies representing shares of Amedisys Common Stock entitled to vote at the Amedisys Special Meeting will be voted at the Amedisys Special Meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, your shares will be voted “FOR” the Amedisys Merger Proposal, “FOR” the Amedisys Compensation Proposal and “FOR” the Amedisys Adjournment Proposal. Amedisys does not expect that any matter other than the proposals listed above will be brought before the Amedisys Special Meeting.
Beneficial (“Street Name”) Stockholders
If your shares of Amedisys Common Stock are held through a broker (typically referred to as being held in “street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares. Stockholders who hold shares in street name should generally be able to vote by returning the voting instruction form to their broker or by telephone or via the internet. However, the availability of telephone or internet voting will depend on the voting process of your broker. See the section entitled “Stockholders of Record.
Revocability of Proxies
You may revoke your proxy at any time before the polls close by submitting a subsequent proxy with a later date by using the Internet, by telephone or by mail or by sending our Corporate Secretary a written revocation. Your proxy will also be considered revoked if you attend the Amedisys Special Meeting and vote in person. If your shares are held in “street name” by a broker, bank or other nominee, you must contact your broker, bank or other nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the Amedisys Special Meeting.
Proxy Solicitation Costs
Amedisys is soliciting proxies on behalf of Amedisys and the Amedisys Board. Amedisys will bear the entire cost of soliciting proxies from Amedisys stockholders. Proxies may be solicited on behalf of Amedisys
 
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or the Amedisys Board by Amedisys directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. Amedisys directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.
Amedisys will request that brokerage firms and other custodians, nominees and fiduciaries send proxies and proxy material to the beneficial owners of Amedisys Common Stock and secure their voting instructions, if necessary. Amedisys may be required to reimburse those other custodians, nominees and fiduciaries on request for their reasonable expenses in taking those actions.
Amedisys has also retained Innisfree to assist in soliciting proxies and in communicating with Amedisys stockholders and estimates that it will pay Innisfree a fee of approximately $30,000, plus reimbursement for certain out-of-pocket fees and expenses (relating to this transaction and their work in connection with the OPCH Merger). Amedisys also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
Householding
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Amedisys has previously adopted householding for Amedisys stockholders of record. As a result, Amedisys stockholders with the same address and last name may receive only one copy of this proxy statement. Registered Amedisys stockholders (those who hold shares of Amedisys Common Stock directly in their name with Amedisys’ transfer agent) may opt out of householding and receive a separate proxy statement or other proxy materials, at any time prior to thirty days before the mailing of the notice of the Amedisys Special Meeting, the proxy statement or other proxy materials, by sending a written request to Amedisys at the address below or by calling Amedisys at the telephone number below.
Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple Amedisys stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.
If you reside at the same address as another Amedisys stockholder and wish to receive a separate copy of the applicable materials, you may do so by contacting the bank, broker or other holder of record, or Amedisys by telephone at: (225) 292-2031 or (800) 467-2662 or by mail to: 3854 American Way, Suite A, Baton Rouge, Louisiana 70816, Attn: Investor Relations — Nicholas Muscato. Upon written or oral request, we will promptly deliver a separate copy of the notice of the Amedisys Special Meeting and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents.
Rights of Stockholders Who Seek Appraisal
If the Merger is completed, stockholders and beneficial owners of shares of Amedisys Common Stock are entitled to appraisal rights under the DGCL in connection with the Merger, provided that such persons comply with the requirements of Section 262 of the DGCL. If the Merger is completed, any Amedisys stockholder or beneficial owner who does not vote in favor of the Amedisys Merger Proposal and who otherwise complies with the requirements of Section 262 of the DGCL has the right to seek appraisal of such person’s shares of Amedisys Common Stock and to receive payment in cash for the “fair value” of such person’s shares of Amedisys Common Stock, as determined by the Delaware Court of Chancery, to be paid upon the amount determined to be “fair value,” together with interest as determined by the Delaware Court of Chancery, in lieu of the amount of the Merger Consideration such person would have received pursuant to the Merger Agreement. The ultimate amount you may receive in an appraisal proceeding may
 
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be less than, equal to or more than the amount you would have otherwise received under the Merger Agreement if you do not seek appraisal of your shares of Amedisys Common Stock.
To exercise your appraisal rights with respect to your shares of Amedisys Common Stock, you must, among other things, deliver a written demand for appraisal to Amedisys before the vote is taken on the Amedisys Merger Proposal, and you must not vote (either in person or via internet, telephone, mail or by proxy) in favor of the Amedisys Merger Proposal with respect to such shares of Amedisys Common Stock, and you must continue to hold such shares of Amedisys Common Stock from the date of making the demand for appraisal through the Effective Time. As such, merely voting against, abstaining or failing to vote on the Amedisys Merger Proposal will not by itself constitute a demand for appraisal under the DGCL. If you fail to follow the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled “Appraisal Rights.” In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.
We encourage you to read these provisions carefully and in their entirety. In view of the complexity of the DGCL, Amedisys stockholders and beneficial owners who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262 of the DGCL, accessible without subscription or costs at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.
Adjournments
If a quorum is present at the Amedisys Special Meeting but there are insufficient votes at the time of the Amedisys Special Meeting to approve the Amedisys Merger Proposal, then Amedisys stockholders may be asked to vote on the Amedisys Adjournment Proposal. If a quorum is not present, the Chairman of the Meeting or the holders of a majority of the shares present in person or represented by proxy at the meeting may adjourn the Amedisys Special Meeting, from time to time, without notice other than (i) announcement at the meeting, (ii) display during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) notice given in accordance with Amedisys’ by-laws. The Amedisys Special Meeting may also be adjourned to another place, if any, date or time, even if a quorum is present.
At any subsequent reconvening of the Amedisys Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Amedisys Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
Assistance
If you need assistance voting or completing your proxy card, or if you have questions regarding the Amedisys Special Meeting, please contact Innisfree, Amedisys’ proxy solicitor for the Amedisys Special Meeting at:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll free: (877) 750-0625
Banks and Brokers may call collect: (212) 750-5833
AMEDISYS STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, AMEDISYS STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.
 
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AMEDISYS PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT
This proxy statement is being furnished to you as an Amedisys stockholder in connection with the solicitation of proxies by the Amedisys Board for use at the Amedisys Special Meeting. At the Amedisys Special Meeting, Amedisys is asking Amedisys stockholders to consider and vote upon a proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Amedisys, with Amedisys continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger: (i) each share of Amedisys common stock (“Amedisys Common Stock”) held in treasury by Amedisys or owned by Parent or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $101 per share in cash, without interest (the “per share merger consideration” and the total amount to be paid, the “Merger Consideration”), less any applicable withholding taxes.
The Amedisys Board has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Amedisys and its stockholders, (iii) resolved to recommend the adoption of the Merger Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in the Merger Agreement and (iv) directed that the Merger Agreement be submitted to the stockholders of Amedisys for adoption at the Amedisys Special Meeting.
Accordingly, the Amedisys Board unanimously recommends that Amedisys stockholders vote “FOR” the Amedisys Merger Proposal.
The Merger and a summary of the terms of the Merger Agreement are described in more detail under “The Merger” and “The Merger Agreement,” and Amedisys stockholders are encouraged to read the full text of the Merger Agreement, which is attached as Annex A hereto.
Assuming a quorum is present at the Amedisys Special Meeting, approval of the Amedisys Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Amedisys Common Stock entitled to vote thereon at the close of business on the Amedisys Record Date. If an Amedisys stockholder fails to vote, fails to instruct its bank, broker or nominee to vote with respect to the Amedisys Merger Proposal or abstains from voting, it will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Amedisys Merger Proposal.
It is a condition to the completion of the Merger that Amedisys stockholders approve the Amedisys Merger Proposal.
THE AMEDISYS BOARD UNANIMOUSLY RECOMMENDS THAT AMEDISYS STOCKHOLDERS VOTE “FOR” THE AMEDISYS MERGER PROPOSAL
 
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AMEDISYS PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS
As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Amedisys is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Amedisys’ named executive officers that is based on or otherwise relates to the Merger, as described in the section entitled “Interests of Amedisys Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to Amedisys’ Named Executive Officers in Connection with the Merger — Golden Parachute Compensation,” including the footnotes to the table. Accordingly, Amedisys stockholders are being provided the opportunity to cast an advisory vote on such payments.
The Amedisys Board encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this proxy statement, and is asking Amedisys stockholders to vote “FOR” the adoption of the following resolution:
“RESOLVED, that the Amedisys stockholders hereby approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Amedisys’ named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section of this proxy statement entitled “Interests of Amedisys Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to Amedisys’ Named Executive Officers in Connection with the Merger — Golden Parachute Compensation,” including the footnotes to the table and the related narrative disclosures.”
The Amedisys Board unanimously recommends that Amedisys stockholders vote “FOR” the Amedisys Compensation Proposal.
The vote on the Amedisys Compensation Proposal is a vote separate and apart from the vote on the Amedisys Merger Proposal. Accordingly, you may vote to approve the Merger Agreement and vote not to approve the named executive officer Merger-related compensation proposal and vice versa. Because the vote on the Amedisys Compensation Proposal is advisory only, it will not be binding on either Amedisys or Parent. Accordingly, if the Merger Agreement is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Amedisys stockholders.
Assuming a quorum is present at the Amedisys Special Meeting, approval of the Amedisys Compensation Proposal requires the affirmative vote of a majority of the shares of Amedisys Common Stock present, including by remote communication, or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy to vote on the Amedisys Compensation Proposal will have the same effect as a vote “AGAINST” the Amedisys Compensation Proposal. Broker non-votes, if any, will have no effect on the Amedisys Compensation Proposal.
THE AMEDISYS BOARD UNANIMOUSLY RECOMMENDS THAT AMEDISYS STOCKHOLDERS VOTE “FOR” THE AMEDISYS COMPENSATION PROPOSAL.
 
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AMEDISYS PROPOSAL 3: ADJOURNMENT OF THE AMEDISYS SPECIAL MEETING
The Amedisys Special Meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Amedisys Merger Proposal. Any determination of whether it is necessary to adjourn the Amedisys Special Meeting (or any adjournment or postponement thereof) to solicit additional proxies will be made solely by Amedisys.
Amedisys is asking Amedisys stockholders to authorize the holder of any proxy solicited by the Amedisys Board to vote in favor of any adjournment of the Amedisys Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Amedisys Merger Proposal.
Approval of the Amedisys Adjournment Proposal is not a condition to the obligation of either Parent or Amedisys to complete the Merger.
The Amedisys Board unanimously recommends that Amedisys stockholders vote “FOR” the Amedisys Adjournment Proposal.
Approval of the Amedisys Adjournment Proposal requires the affirmative vote of a majority of the shares of Amedisys Common Stock present, including by remote communication, or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of an Amedisys stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Amedisys Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Amedisys Adjournment Proposal. An abstention by any shares present or represented by proxy on the Amedisys Adjournment Proposal will have the same effect as a vote “AGAINST” the Amedisys Adjournment Proposal. Broker non-votes, if any, will have no effect on the Amedisys Adjournment Proposal.
THE AMEDISYS BOARD UNANIMOUSLY RECOMMENDS THAT AMEDISYS STOCKHOLDERS VOTE “FOR” THE AMEDISYS ADJOURNMENT PROPOSAL.
 
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THE MERGER
The following is a description of material aspects of the Merger. While Parent and Amedisys believe that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire proxy statement, including the text of the Merger Agreement attached as Annex A hereto, for a more complete understanding of the Merger. In addition, important business and financial information about Amedisys is contained or incorporated by reference in this proxy statement. For more information, see the section entitled “Where You Can Find More Information.”
General
Parent, Merger Sub and Amedisys have entered into the Merger Agreement, which provides for the merger (which we refer to as the “Merger”) of Merger Sub with and into Amedisys. As a result of the Merger, the separate existence of Merger Sub will cease to exist under the laws of the State of Delaware as the surviving corporation and a wholly owned subsidiary of Parent. If the Merger is completed, Amedisys Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, following which Amedisys will no longer be required to file periodic reports with the SEC with respect to Amedisys Common Stock.
The Parties to the Merger
UnitedHealth Group Incorporated
Parent is 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. Parent has nearly 400,000 colleagues in two distinct and complementary businesses working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences. Optum combines clinical expertise, technology and data to empower people, partners and providers with the care, guidance and tools they need to achieve better health. UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the health care experience and delivering access to high-quality care.
The principal executive offices of Parent are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300. Shares of common stock of Parent are listed on the New York Stock Exchange under the symbol “UNH.”
Amedisys, Inc.
Amedisys is a leading healthcare services company committed to helping its patients age in place by providing clinically excellent care and support in the home. Its operations involve serving patients across the United States through three operating divisions: home health, hospice and high acuity care. Amedisys delivers clinically distinct care that best suits its patients’ needs, whether that is home-based recovery and rehabilitation after an operation or injury or care that empowers patients to manage a chronic disease through its home health division, hospice care at the end of life or delivering the essential elements of inpatient hospital, palliative and skilled nursing facility care to patients in their homes through Amedisys’ high acuity care division.
Amedisys is among the largest providers of home health and hospice care in the United States, with approximately 18,000 employees in 522 care centers in 37 states within the United States and the District of Columbia. Its employees deliver the highest quality care performing more than 11.2 million visits for more than 455,000 patients annually. Over 3,000 hospitals and 102,000 physicians nationwide have chosen Amedisys as a partner in post-acute care. Amedisys’ principal executive offices are located at 3854 American Way, Suite A, Baton Rouge, Louisiana 70816, and its telephone number is (225) 292-2031.
Aurora Holdings Merger Sub Inc.
Merger Sub is a Delaware corporation that was formed solely for the purposes of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is
 
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a direct, wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist and Amedisys will survive the Merger as a wholly owned subsidiary of Parent.
The principal executive offices of Merger Sub’s ultimate parent, Parent, are located at 9900 Bren Road East, Minnetonka, MN 55343, and its telephone number is (952) 936-1300.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger: (i) each share of Amedisys Common Stock held in treasury by Amedisys or owned by Parent or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $101 per share in cash, without interest (the “per share merger consideration” and the total amount to be paid, the “Merger Consideration”), less any applicable withholding taxes. Stockholders who have properly made and not validly withdrawn or lost a demand for appraisal rights with respect to their shares of Amedisys Common Stock pursuant to Section 262 of the DGCL will only be entitled to receive the payment provided by such appraisal and will cease to have any rights with respect to their shares.
Background of the Merger
On an ongoing basis, the Amedisys Board, together with Amedisys’ senior management and, from time to time, with the assistance of Amedisys’ outside advisors, regularly evaluates Amedisys’ performance, future growth prospects, market conditions and overall strategic direction and considers potential opportunities to strengthen Amedisys’ business and enhance stockholder value, including the review of Amedisys’ strategy on a standalone basis and potential opportunities for business combinations, acquisitions, strategic partnerships, joint ventures and other financial, strategic and commercial alternatives.
From time to time, members of Amedisys senior management, under the direction of the Amedisys Board, have held preliminary, exploratory discussions regarding Amedisys’ industry and business, as well as partnering opportunities with its customers and various other potential commercial or business partners. During the period between 2020 and April 2023, members of Amedisys senior management, working on occasion with outside financial advisors and legal advisors, were contacted by (or contacted) a number of potential transaction counterparties. These potential counterparties generally fell into three categories: (i) payers, (ii) strategics and (iii) financial sponsors. Members of Amedisys management engaged in preliminary exploratory discussions with such potential counterparties related to various potential strategic transactions involving Amedisys, including strategic partnerships, joint ventures, potential acquisition opportunities by, and potential sale of, Amedisys, business combination transactions involving Amedisys and other potential financial, strategic and commercial alternatives. Except as set forth below, following such preliminary discussions, representatives of each of the various potential counterparties indicated that either the time was not optimal for a potential strategic transaction or that they were not interested in continuing discussions regarding a potential strategic transaction with Amedisys at such time and, following such initial discussions, no further discussions regarding a potential strategic transaction were held between Amedisys and each such potential counterparty.
During 2020 and continuing into early 2022, Amedisys management held a number of meetings and engaged in a number of discussions in the ordinary course of business with one of its significant customers, UnitedHealth Group Incorporated (“Parent”) regarding the existing commercial relationship and arrangements between the two companies and, from time to time, discussed the possibility of identifying collaborative partnership opportunities and additional commercial collaborations between Parent and Amedisys in general terms. In the course of these discussions in 2020, and continuing into early 2022, Amedisys management and Parent management engaged, from time to time, in various preliminary discussions regarding a potential acquisition of Amedisys by Parent, on behalf of Optum, a distinct business platform of Parent that combines clinical expertise, technology and data to empower people, partners and providers with the care, guidance and tools they need to achieve better health. During these discussions, Amedisys
 
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and Parent did not execute a confidentiality agreement and no non-public information about Amedisys was provided to representatives of Parent. From time to time in 2021 and continuing into early 2022 during these preliminary discussions, representatives of Parent provided representatives of Amedisys with various preliminary, non-binding proposals relating to a potential acquisition of Amedisys, including (i) a written proposal in October 2021 (the “ October 2021 Parent Proposal”) to acquire all Amedisys Common Stock in an all-cash transaction at a price representing a premium of approximately 28% to the closing trading price per share of Amedisys Common Stock on October 15, 2021, the last trading day prior to the receipt of the October 2021 Parent Proposal, subject to completion of due diligence, negotiation of mutually acceptable definitive documentation and receipt of applicable requisite board of director, shareholder and regulatory approvals and (ii) a verbal indication in January 2022 (the “January 2022 Parent Interest Indication”) that Parent may be interested in potentially making an offer to acquire Amedisys at a valuation range representing a premium of approximately 48% to the closing trading price of Amedisys Common Stock on January 7, 2022, the last trading day prior to the receipt of the January 2022 Parent Interest Indication, and the Amedisys management team promptly provided updates to, and received directions from, the Amedisys Board with respect to such matters.
On October 17, 2021, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. At the meeting, Mr. Kusserow informed the members of the Amedisys Board and the senior management team of the receipt of the October 2021 Parent Proposal. Following discussion, the Amedisys Board determined to discuss the matter further at its regularly scheduled board meeting on October 20-21, 2021.
On October 20 and 21, 2021, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. At the meeting, and following discussion, the Amedisys Board determined not to pursue further discussions with representatives of Parent in respect of a transaction with Parent at that time as the October 2021 Parent Proposal did not, in the view of the Amedisys Board at that time, represent superior value to Amedisys at that time as compared with its value as a standalone company based upon, among other things, (i) the Amedisys Board’s review of internal Amedisys’ then-current forecasts of its future business performance, which had assumed both a near-term normalization of operational performance as the impacts of COVID-19 diminished and an increase in reimbursement and payment rates under the applicable Center for Medicare and Medicaid Services (“CMS”) rules, (ii) the Amedisys Board’s views regarding the likelihood of completing a transaction with Parent, (iii) the Amedisys Board’s views that the trading price of Amedisys Common Stock in October 2021 did not appropriately reflect the value of Amedisys’ Contessa business and (iv) the Amedisys Board’s confidence in the ability of Amedisys management to execute Amedisys’ internal strategies and plans for its development as a standalone business.
On December 15, 2021, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. At the meeting, members of Amedisys senior management reviewed Amedisys’ preliminary five-year forecasts (the “preliminary Amedisys 2022 LRP”) with the Amedisys Board and the Amedisys Board directed members of Amedisys senior management to provide additional detail regarding the factors considered in the preliminary Amedisys 2022 LRP. Mr. Kusserow then provided the Amedisys Board with an update on discussions with Parent and Parent’s interest in a potential acquisition of Amedisys. Mr. Kusserow informed the Amedisys Board that representatives of Parent had requested Amedisys to provide a price range in which it would be prepared to engage in negotiations for such a transaction. After discussion, the Amedisys Board determined to tell representatives of Parent that Amedisys was focused on its performance and fourth quarter results, and that Amedisys would not provide the requested valuation range at this time, but Amedisys would remain open to considering acquisition offers from representatives of Parent. To ensure that it was sufficiently prepared for any potential offer, the Amedisys Board further determined that Amedisys management should explore the engagement of an outside strategy consultant to conduct a market evaluation, as well as one or more outside financial advisors. The Amedisys Board directed Amedisys senior management to inform Parent of its determination and to explore the engagement of advisors.
On January 21, 2022, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. At the meeting, the Amedisys Board reviewed the January 2022 Parent Interest Indication. The Amedisys Board then discussed the potential engagement of Guggenheim Securities, LLC (“Guggenheim Securities”) and an additional outside financial advisor to perform preliminary financial analyses and the
 
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potential engagement of an outside strategy consultant to provide industry insights, and the identification and engagement of outside legal counsel, in each case, to provide the information and professional advice regarding next steps with Parent. After discussion, the Amedisys Board determined that Amedisys would not pursue further engagement with representatives of Parent unless and until representatives of Parent submitted an improved offer reflecting a price increase to the Amedisys Board and that Amedisys would receive additional information and advice from outside financial advisors, legal counsel and consultants in connection therewith. In respect of such advisors, the Amedisys Board further determined to (i) continue discussions with Guggenheim Securities, as well as with an additional outside financial advisor and an outside strategy consultant, the latter two of which were not ultimately engaged by Amedisys and (ii) identify appropriate outside legal counsel.
Following the January 21, 2022 meeting of the Amedisys Board, Amedisys contacted representatives of Paul, Weiss, Rifkind Wharton & Garrison LLP (“Paul, Weiss”) and later retained Paul, Weiss as legal counsel with respect to a potential transaction.
On February 18, 2022, the Amedisys Board held a regularly scheduled meeting with members of Amedisys senior management in attendance. At the meeting, a representative of Paul, Weiss reviewed the fiduciary duties of the Amedisys Board with respect to any potential strategic transactions. Representatives of an outside strategy consultant that was not engaged by Amedisys provided an update on trends in the healthcare industry and in the home healthcare sector. Representatives of Guggenheim Securities and an additional outside financial advisor that was not engaged by Amedisys presented their respective preliminary financial analyses of Amedisys on a standalone basis based on the preliminary Amedisys 2022 LRP. At the conclusion of the meeting, the Amedisys Board directed Amedisys senior management to prepare certain adjustments to the preliminary Amedisys 2022 LRP and requested that a full summary of the preliminary Amedisys 2022 LRP be presented to the Amedisys Board at the upcoming meeting of the Amedisys Board.
On February 22, 2022, the Amedisys Board held a meeting with members of Amedisys senior management and representatives of Paul, Weiss in attendance. At the meeting, members of Amedisys senior management reviewed the updated preliminary Amedisys 2022 LRP. They also reviewed key inputs to the preliminary Amedisys 2022 LRP, including the potential for the CMS to raise reimbursement and payment rates. At the conclusion of this discussion, the Amedisys Board authorized the use of the preliminary Amedisys 2022 LRP presented to the Amedisys Board for use in a financial advisor’s preliminary financial analyses of Amedisys.
On February 28, 2022, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. After discussion, including a review of the Amedisys Board’s prior consultations with outside financial, strategic and legal advisors, the various analysis and presentations that the Amedisys Board had received during the preceding months and Amedisys’ internal strategies and plans for its development as a standalone business, and the dynamic regulatory landscape, the Amedisys Board determined that it would not be in the best interests of Amedisys’ stockholders for the Amedisys Board to engage in further discussions with representatives of Parent at this time as the preliminary non-binding proposals received from Parent to date had not, and the Amedisys Board did not expect that further discussions would result in a proposal that would, in the Amedisys Board’s view at that time, provide superior value to Amedisys as compared with its value as a standalone company based upon, among other things, (i) the Amedisys Board’s views that the trading price of Amedisys Common Stock, both at the time of receipt of the October 2021 Parent Proposal and in February of 2022, did not appropriately reflect the value of Amedisys’ Contessa business, (ii) the Amedisys Board’s review of internal Amedisys’ forecasts of its future business performance, which has assumed both for a near-term normalization of operational performance as the impacts of COVID-19 diminished and an increase in reimbursement and payment rates under applicable CMS rules, (iii) the Amedisys Board’s views regarding transaction certainty and (iv) the Amedisys Board’s confidence in the ability of Amedisys management to execute Amedisys’ internal strategies and plans for its development as a standalone business.
Between February 2022 and continuing through March 2023, representatives of Amedisys and Parent engaged in a number of discussions regarding commercial transactions and arrangements between the two companies in the ordinary course of their businesses. From time to time during these discussions, the potential for a strategic transaction between the two companies was briefly raised without any discussion of a
 
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particular transaction or any engagement by either party and at no point were any confidentiality agreements entered into in connection with any such strategic transactions.
On March 30, 2022, CMS issued a proposed rule to update hospice payment rates and the wage index for fiscal year 2023, effective for services provided beginning October 1, 2022. CMS estimated that hospices serving Medicare beneficiaries would see a 2.7% increase in payments as well as an increase in the aggregate cap amount by 2.7% to $32,143.
Effective on April 15, 2022, Mr. Christopher Gerard was appointed as Chief Executive Officer and President of Amedisys, succeeding Mr. Kusserow who retained his position as Chairman of the Amedisys Board.
On May 9, 2022, Mr. Gerard, Mr. Scott Ginn, the Chief Financial Officer and Acting Chief Operating Officer of Amedisys and Mr. Nick Muscato, the Chief Strategy Officer of Amedisys met with Mr. John Rademacher, the President and Chief Executive Officer of Option Care Health, and Mr. Michael Shapiro, the Chief Financial Officer of Option Care Health at the Bank of America Merrill Lynch Global Healthcare Conference in Las Vegas, Nevada. During this conversation, members of management of each company discussed preliminary results of a pilot program regarding antibody infusion COVID-19 treatment, which the two companies collaborated on beginning in early January 2021 as well as other potential strategic partnerships and other collaborative commercial opportunities. No economic terms of any such potential strategic partnership were discussed at this meeting and the members of management from each company planned to continue exploratory discussions regarding the potential strategic partnership and to make arrangements for representatives of each party to visit a facility of the other party.
On June 17, 2022 and October 31, 2022 CMS released the CY 2023 Proposed and Final rule, which reflected a -4.2% (proposed) and 0.0% (final) Amedisys specific impact which significantly departed from the expectations and forecasts for the contents of upcoming CMS rule changes held by the Amedisys Board and Amedisys senior management team during October 2021-March 2022. The change in CMS rules resulted in a reduction of $30,000,000 to the 2023 EBITDA presented in the preliminary Amedisys 2022 LRP. In the three months following the first of the CMS proposed rules on March 30, 2022, the price of Amedisys Common Stock declined from over $172 per share to $105.12 per share as of June 30, 2022, which reflected, in Amedisys senior management’s viewpoint, the perspective of the market with respect to the impact of CMS’s proposed rules and the claw back on Amedisys’ long-term prospects.
On August 15, 2022 and August 16, 2022, Messrs. Gerard, Ginn and Muscato met with Messrs. Rademacher and Shapiro and other members of Option Care Health management at Option Care Health’s Itasca, Illinois facility during which the representatives of both companies further discussed exploratory opportunities for a potential strategic partnership or other collaborative commercial opportunities that could be explored between Option Care Health and Amedisys’ Contessa business unit. No economic terms of any potential strategic partnership were discussed during the meetings of August 15, 2022 and August 16, 2022.
On August 25, 2022, the Amedisys Board held a meeting with members of the Amedisys senior management in attendance. At the meeting, members of the Amedisys senior management discussed with the Amedisys Board various strategic alternatives and other commercial and partnership opportunities available to Amedisys and members of Amedisys’ senior management updated the Amedisys Board on recent discussions with Option Care Health regarding a potential strategic partnership and other collaborative commercial opportunities. Following this meeting, representatives of Amedisys provided a draft mutual confidentiality agreement to representatives of Option Care Health, to facilitate further discussions regarding a potential strategic partnership or other collaborative commercial opportunities.
On September 9, 2022, following discussion and exchange of drafts, Amedisys and Option Care Health entered into a mutual confidentiality agreement (the “September 9 NDA”) to facilitate further discussions regarding a potential strategic partnership or other collaborative commercial opportunities between Option Care Health and Amedisys’ Contessa business unit. The September 9 NDA did not contain a standstill restriction on either party. Following execution of the September 9 NDA, each company began to provide confidential information to the other party in connection with a potential strategic partnership or other collaborative commercial opportunities between Option Care Health and Amedisys’ Contessa business unit.
 
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On October 5, 2022 and October 6, 2022, representatives of the Option Care Health management team met with Messrs. Gerard, Ginn and Muscato and other members of Amedisys’ management at Amedisys’ Nashville, Tennessee facility during which representatives of the two companies discussed Amedisys’ Contessa operations and various opportunities for a potential strategic partnership or other collaborative commercial opportunities. No economic terms of a potential strategic partnership or other collaborative commercial opportunities were discussed during the meetings of October 5, 2022 and October 6, 2022.
On October 19, 2022 and October 20, 2022, the Amedisys Board held a meeting with members of Amedisys senior management and representatives from McKinsey & Company, Inc. (“McKinsey”), a strategy consultant to Amedisys, in attendance. At the meeting, representatives of McKinsey provided a review of the home health and hospice industry and competitive landscape, ways to improve employee retention, potential areas for growth in the industry and organic and incremental opportunities. The Amedisys Board discussed McKinsey’s ability to conduct a comprehensive analysis of Amedisys’ business and operations, including a review of Amedisys’ preliminary five-year forecasts, which were not approved by the Amedisys Board, were unaudited and which we refer to as the “initial Amedisys 2023 LRP”, to assist the Amedisys Board in its evaluation of the initial Amedisys 2023 LRP, which the Amedisys Board believed would further assist the directors in their evaluation of the various strategic alternatives available to Amedisys. During this meeting, members of Amedisys senior management and the Amedisys Board discussed the potential strategic alternatives and other commercial and partnership opportunities available to Amedisys, including a potential strategic partnership and other collaborative commercial opportunities with Option Care Health involving Amedisys’ Contessa operations and other potential business combination transactions. During this meeting, the Amedisys Board also received a presentation from a financial advisor that was not engaged by Amedisys with respect to the changing conditions in the industries in which Amedisys operates and the impact those conditions could have on Amedisys’ business and operations and viable strategic alternatives including parties that may be interested in acquiring Amedisys and parties that Amedisys may wish to acquire and other related matters. Following these discussions, the Amedisys Board authorized members of Amedisys’ senior management to pursue discussions with Option Care Health and other potentially interested third parties regarding various potential strategic transactions and other commercial and partnership opportunities that could be advantageous to Amedisys’ stockholders.
Between October 2022 and March 2023, members of Amedisys’ senior management contacted or were contacted by a number of potential transaction counterparties. In five instances, Amedisys entered into confidentiality agreements with such counterparties, provided limited confidential information to such counterparties (generally consisting of the initial Amedisys 2023 LRP) and had engaged in preliminary exploratory meetings with such parties. The confidentiality agreements generally contained a standstill restriction of at least six months in length, which include a customary “fall-away” provision providing that the standstill obligations terminated following Amedisys entering into a definitive agreement providing for a change of control like the Merger Agreement and therefore such confidentiality agreements do not prevent such counterparties from making a competing proposal to the Amedisys Board. Following such limited discussions, representatives of each of the various potential counterparties indicated that either the time was not optimal or that they were not interested in continuing discussions regarding a potential strategic transaction with Amedisys at such time and, following such initial discussions, no further discussions regarding a potential strategic transaction were held between Amedisys and each such potential counterparty.
On November 17, 2022, Amedisys announced that Mr. Gerard had been terminated without cause as Chief Executive Officer and President of Amedisys. In addition, on November 17, 2022, Amedisys announced that the Amedisys Board announced had appointed Mr. Kusserow as Chief Executive Officer of Amedisys until a replacement chief executive officer was hired and that Amedisys had retained an executive search firm to conduct a comprehensive search process to identify a successor Chief Executive Officer.
On November 29, 2022, Amedisys and representatives of a financial sponsor with a portfolio company in the hospice industry which we refer to as “Party A” entered into a mutual confidentiality agreement to facilitate exploratory discussions. In the course of these discussions, representatives of Party A indicated that they were interested in involving a partner in the home health industry, a healthcare insurance party, which we refer to as “Party B”, in discussions regarding potential strategic transactions that could be available to the three parties.
 
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On December 7, 2022, Mr. Kusserow and Mr. Richard Ashworth had breakfast to discuss the role of President and Chief Executive Officer of Amedisys. During this breakfast, Mr. Kusserow informed Mr. Ashworth that various parties had, from time to time, contacted Amedisys regarding Amedisys’ business and potential strategic transactions, including partnerships, joint ventures, acquisition opportunities and other potential strategic transactions. Messrs. Kusserow and Ashworth did not discuss any potential strategic transaction involving Option Care Health during the meeting.
On December 7, 2022, Messrs. Kusserow, Ginn and Muscato met Messrs. Rademacher and Shapiro for dinner in Nashville, Tennessee. During the dinner, the participants discussed a potential strategic relationship and other collaborative commercial opportunities involving Option Care Health and Amedisys’ Contessa segment. As discussions regarding a potential strategic relationship and other collaborative commercial opportunities progressed, the attendees preliminarily discussed the potential for a larger strategic transaction involving the combination of both companies. No specific economic terms of such a transaction were discussed at the dinner and Mr. Kusserow noted that Amedisys was focused on its business plan but that he would report the discussion to the Amedisys Board.
Following the dinner of December 7, 2022, Mr. Kusserow had conversations with various members of the Amedisys Board, including Julie Klapstein, the Lead Independent Director of Amedisys, regarding the statements made by Mr. Rademacher during such dinner.
On December 9, 2022, Amedisys and Party B entered into a mutual confidentiality agreement to facilitate discussions with respect to Party B’s interest in pursuing an acquisition of Amedisys that could include the involvement of Party A.
On December 14, 2022, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. At the meeting, members of Amedisys senior management provided an update regarding McKinsey’s analysis of Amedisys’ business and operations, with a focus on potential areas of growth for Amedisys. Members of Amedisys senior management then discussed with the Amedisys Board the current status of ongoing exploratory discussions regarding a potential strategic transaction with potential strategic partners or other potentially interested counterparties, including Option Care Health. Following these discussions, the Amedisys Board authorized management to continue to pursue these discussions regarding potential strategic transactions.
On January 3, 2023, members of the Amedisys Board had a teleconference with Mr. Ashworth as a potential candidate to fill the role of President and Chief Executive Officer of Amedisys. There was no specific discussion of a potential strategic transaction involving Option Care Health during this meeting.
Between January 9 and January 12, 2023, members of Amedisys’ senior management attended the JP Morgan Healthcare Conference in San Francisco. During the JP Morgan Healthcare Conference, members of Amedisys’ senior management had business development discussions with various parties, including representatives of Party A and Party B, as well as representatives of a financial sponsor which we refer to as “Party C” that indicated an interest in engaging in exploratory discussions regarding a potential acquisition of Amedisys. During these discussions at the JPMorgan Healthcare Conference, members of Amedisys senior management indicated to representatives of various parties that, if there was further interest in such a potential transaction, then such potential counterparties should contact Amedisys. However, none of these potential counterparties (other than Party C) contacted Amedisys about a potential strategic transaction after the JP Morgan Healthcare Conference and no further substantive discussions regarding a potential transaction between Amedisys and Party A and Party B occurred after this time.
On January 16, 2023, Amedisys and a health insurance company which we refer to as “Party D” entered into a mutual confidentiality agreement to facilitate discussions and disclosure of information between Amedisys and Party D with respect to Party D’s interest in pursuing an acquisition of Amedisys. Following the execution of the confidentiality agreement, members of Amedisys’ management engaged in limited discussions with representatives of Party D regarding a potential transaction over the next few weeks including an in-person meeting. During the course of these discussions, members of Amedisys’ senior management indicated to Party D that, if there was further interest in such a potential transaction, then Party D should contact Amedisys. Representatives of Party D did not contact Amedisys, and no further discussions between Amedisys and Party D occurred after this time.
 
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During January and February of 2023, members of senior management of Amedisys and Option Care Health had several telephone conversations and email exchanges regarding their respective businesses and a potential business combination transaction involving both companies.
On February 1, 2023 and February 2, 2023, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. At the meeting, members of Amedisys senior management provided the Amedisys Board with an update regarding McKinsey’s ongoing analysis on Amedisys’ business and operations, including with respect to salesforce, contracting process and centralization. During the meetings, consistent with Amedisys’ past practice to review such matters on an annual basis, members of the Amedisys senior management discussed with the Amedisys Board management’s 2023 budget (the “Amedisys 2023 budget”) and management’s views on projected EBITDA. Following this discussion, the Amedisys Board approved the Amedisys 2023 budget and authorized management of Amedisys to share such plan with certain potentially interested third parties that had executed a confidentiality agreement with Amedisys that may be interested in a potential strategic transaction with Amedisys. Members of Amedisys senior management also discussed with the Amedisys Board the status of the exploratory discussions with Option Care Health regarding potential strategic transactions including a potential acquisition of Amedisys or a business combination transaction with Option Care Health.
On February 3, 2023, members of Amedisys’ senior management shared a copy of the Amedisys 2023 budget with Option Care Health’s management.
On February 6, 2023, Mr. Ginn and Mr. Muscato held a call with members of Option Care Health’s management team to discuss the Amedisys 2023 budget.
Also on February 8, 2023, members of Amedisys management provided representatives of Option Care Health with a copy of the initial Amedisys 2023 LRP, which representatives of Amedisys’ management indicated to representatives of Option Care Health had not previously been approved by the Amedisys Board.
On February 9, 2023, Amedisys and Party C entered into a mutual confidentiality agreement to facilitate discussions with respect to Party C’s interest in pursuing an acquisition of Amedisys. Following delivery of limited confidential information, Amedisys determined that Party C was no longer interested in pursuing further discussions and no further discussions were had with Party C regarding a potential transaction.
On February 21, 2023, Option Care Health sent Amedisys a draft of the amended and restated confidentiality agreement to facilitate further discussions regarding a potential business combination transaction.
Upon execution of a non-disclosure agreement after acceptance of his offer to serve as the President and Chief Executive Officer of Amedisys on February 24, 2023, members of the Amedisys Board discussed with Mr. Ashworth the potential business combination transaction with Option Care Health and the status of discussions with other potentially interested parties. During these discussions, Mr. Ashworth indicated that he understood the strategic rationale for the potential business combination transaction with Option Care Health and was supportive of Amedisys continuing to explore such a transaction in his new role as President and Chief Executive Officer of Amedisys.
On February 26, 2023, Mr. Kusserow and Mr. Rademacher participated in a call to discuss the potential business combination transaction, during which Mr. Rademacher outlined the key terms of Option Care Health’s initial proposal, which contemplated an all-stock merger that would result in Amedisys stockholders owning between 36% and 38% of the shares of the combined company, in each case, on a fully-diluted basis. Mr. Kusserow did not provide feedback to the proposal on the call and indicated he would provide any formal written proposal to the Amedisys Board for evaluation once received.
On March 3, 2023, following discussion and exchange of drafts, Amedisys and Option Care Health entered into the amended and restated confidentiality agreement (the “March 3 NDA”). The March 3 NDA included a mutual standstill provision covering a 12-month period that permitted either party to make confidential proposals to the other party’s board of directors or chief executive officer with a customary
 
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“fall away” provision providing that the standstill obligations terminated following Amedisys entering into a definitive agreement providing for a change of control.
Also on March 3, 2023, Mr. Rademacher sent Mr. Kusserow a non-binding indication of interest (the “March 3 Letter”), which proposed to combine Amedisys and Option Care Health in an all-stock transaction. Mr. Kusserow subsequently provided the Amedisys Board with a copy of the March 3 Letter. Option Care Health’s March 3 Letter proposed a business combination transaction that would result in Amedisys stockholders owning between 36% and 38% of the shares of the combined company, with Option Care Health stockholders owning the remaining 62% to 64%, in each case, on a fully-diluted basis. Option Care Health’s March 3 Letter implied a premium for Amedisys common stock of 16% to 26% based on the closing price of Option Care Health common stock on March 3, 2023. Option Care Health’s March 3 Letter also included a request from Option Care Health that the parties enter into an exclusivity agreement in order to facilitate further discussion regarding a potential business combination transaction. Mr. Kusserow subsequently provided the Amedisys Board with a copy of the March 3 Letter.
On March 5, 2023, the Amedisys Board held a meeting with members of Amedisys senior management in attendance. At the meeting, members of Amedisys senior management discussed the current status of Amedisys’ exploration of strategic alternatives, which discussions included a review of the terms set forth in Option Care Health’s March 3 Letter and Amedisys senior management’s preliminary views with respect to a potential business combination transaction with Option Care Health and an update on the status of discussions with other potentially interested third parties. The Amedisys Board discussed that Guggenheim Securities and Paul, Weiss, had from time to time in the preceding two years, worked with Amedisys in connection with Amedisys’ continuing exploration of strategic alternatives and had broad experience in Amedisys’ industries and in transactions similar to a potential business combination of the type described in Option Care Health’s March 3 Letter. Following those discussions, the Amedisys Board authorized Amedisys management to contact representatives of Guggenheim Securities and Paul, Weiss to determine if Guggenheim Securities and Paul, Weiss would be in a position to act as Amedisys’ financial advisor and legal advisor, respectively, in connection with a potential business combination transaction with Option Care Health.
Following the March 5, 2023 Amedisys Board meeting, Amedisys contacted representatives of Guggenheim Securities and representatives of Paul, Weiss to provide counsel and advice regarding a potential business combination and transactions similar to a potential business combination transaction of the type described in Option Care Health’s March 3 Letter.
On March 12, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. During the meeting, representatives of Paul, Weiss reviewed with Amedisys’ directors the fiduciary duties of the Amedisys Board with respect to a potential transaction of the type proposed by Option Care Health’s March 3 Letter and the Amedisys Board received an update from Amedisys’ management and representatives of Guggenheim Securities on the status of discussions with Option Care Health. Representatives of Guggenheim Securities then provided the Amedisys Board with its preliminary financial analysis of the transaction contemplated by the March 3 Letter and discussed other alternatives available to Amedisys, including remaining independent. Members of Amedisys senior management also provided an update on discussions with other potentially interested third parties, noting that no other counterparties expressed serious interest in a potential strategic transaction with Amedisys. Members of Amedisys senior management reviewed the base case of the long-range plan (covering a five-year period, from December 31, 2023 – December 31, 2027) (the “Amedisys March long-range plan”) which, as presented, included various sensitivities and assumptions which Amedisys’ management team discussed with the Amedisys Board. During this meeting, members of Amedisys senior management noted that representatives from McKinsey were working with Amedisys to analyze potential new revenue opportunities and potential synergies that could be achievable from a business combination transaction with Option Care Health to provide context to the Amedisys Board in evaluating the Amedisys March long-range plan as well as the various strategic alternatives available to Amedisys. Following discussion, the Amedisys Board approved the Amedisys March long-range plan, and authorized Amedisys senior management to share the Amedisys March long-range plan with representatives of Guggenheim Securities to serve as a basis for its preliminary financial analysis of Amedisys and the potential business combination transaction with Option Care Health. The Amedisys Board also authorized
 
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Amedisys senior management to engage in discussions with Option Care Health regarding the potential synergy opportunities that would be achievable in connection with a potential business combination transaction with Option Care Health and to share the Amedisys March long-range plan with representatives of Option Care Health.
Also at the meeting of the Amedisys Board on March 12, 2023, Guggenheim Securities delivered to Amedisys and the Amedisys Board a relationship disclosure letter describing, inter alia, certain of Guggenheim Securities’ investment banking relationships with Option Care Health. Following discussion and review of such relationship disclosure letter, the Amedisys Board authorized Amedisys senior management to move forward with engaging Guggenheim Securities as financial advisor to Amedisys in connection with the potential business combination transaction with Option Care Health on customary terms.
On March 13, 2023, Mr. Kusserow and Mr. Rademacher participated in a call, during which Mr. Kusserow indicated that Amedisys was planning to respond with a formal counterproposal within the coming days.
Also on March 13, 2023, Amedisys announced that the Amedisys Board had appointed Mr. Ashworth to serve as the President and Chief Executive Officer of Amedisys and had elected Mr. Ashworth as a director on the Amedisys Board, all to be effective as of April 10, 2023.
On March 14, 2023 and March 17, 2023, Messrs. Ginn and Muscato held a call with certain representatives of Option Care Health’s senior management team to discuss potential cost synergies that may be achievable in connection with a potential business combination transaction involving Amedisys and Option Care Health.
On March 20, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities, representatives of McKinsey and representatives of Paul, Weiss in attendance. At the meeting, representatives of McKinsey discussed with the Amedisys Board the results of McKinsey’s preliminary analysis of the home infusion industry, including potential growth opportunities for Amedisys. Representatives of McKinsey also reviewed with the Amedisys Board a preliminary financial analysis of potential synergies that could be achieved in a potential business combination transaction involving Amedisys and Option Care Health. Representatives of Guggenheim Securities reviewed with the Amedisys Board its preliminary financial analysis of the financial terms of Option Care Health’s March 3 Letter, and discussed with the Amedisys Board a preliminary financial analysis of the potential synergies identified by Amedisys’ senior management as being achievable in a potential business combination transaction with Option Care Health. Representatives of Paul, Weiss discussed with the Amedisys Board certain governance and social matters that the Amedisys Board could consider in connection with its evaluation of a potential business combination transaction with Option Care Health. The Amedisys Board discussed with members of Amedisys senior management and representatives of Guggenheim Securities and Paul, Weiss the terms of the exclusivity agreement requested by Option Care Health in its March 3 Letter, including the length of the requested exclusivity period and the level of interest (or lack thereof) received from other potentially interested counterparties. The Amedisys Board also discussed other potential strategic alternatives, including Amedisys’ standalone strategy as well as the potential risks and merits of a potential business combination transaction with Option Care Health, including in relation to the Amedisys March long-range plan. Following discussions with Amedisys senior management and representatives of Guggenheim Securities and representatives of Paul, Weiss, the Amedisys Board determined that it would be advisable for Mr. Kusserow to inform Mr. Rademacher that Amedisys would remain open to further discussions with Option Care Health, and would consider agreeing to a limited period of exclusive negotiations with Option Care Health, if Option Care Health could confirm that the basis of such further discussions would be that Amedisys stockholders would own 39% of the shares of the combined company on a fully-diluted basis.
Following this meeting, on March 20, 2023, Mr. Kusserow contacted Mr. Rademacher and informed him that Amedisys was open to proceeding with further transaction discussions and would consider agreeing to a limited period of exclusivity with Option Care Health if Mr. Rademacher could confirm that the basis of such further discussions would be on the basis that Amedisys stockholders would own 39% of the shares of the combined company on a fully-diluted basis.
 
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On March 21, 2023, Mr. Kusserow, on behalf of Amedisys, sent to Mr. Rademacher a written letter (the “Amedisys Response Letter”), indicating that Amedisys was prepared to engage in discussions regarding a business combination transaction in which Amedisys stockholders would, following the transaction, own 39% of the shares of the combined company, and Option Care Health stockholders would own the remaining 61%, in each case, on a fully-diluted basis. The Amedisys Response Letter also indicated that Amedisys would consider agreeing to enter into an agreement providing for exclusive negotiations until April 16, 2023, subject to alignment on proceeding with discussions on the basis of the transaction terms described in the Amedisys Response Letter. At the direction of the Amedisys Board, a copy of the Amedisys March long-range plan was also included as an attachment to the Amedisys Response Letter.
On the morning of March 27, 2023, Messrs. Kusserow and Rademacher had a discussion in which Mr. Rademacher indicated that Option Care Health intended to submit a revised written, non-binding indication of interest to Amedisys providing for a combination pursuant to which Amedisys stockholders would own between approximately 34% and 36% of the shares of the combined company on a fully-diluted basis, subject to Option Care Health’s continued diligence. Mr. Rademacher, on behalf of Option Care Health, sent a revised non-binding indication of interest (the “March 27 Letter”) to Mr. Kusserow, which set forth terms of an all-stock business combination transaction that would result in Amedisys stockholders owning between approximately 34% and 36% of the shares of the combined company, and Option Care Health stockholders owning the remaining 64% to 66%, in each case, on a fully-diluted basis. On March 27, 2023, the closing price of the Amedisys common stock was $74.18 and the closing price of the Option Care Health common stock was $31.56, reflecting an implied premium for Amedisys common stock of 21% to 32%. The March 27 Letter also reiterated Option Care Health’s request that the parties enter into an agreement providing for an exclusive negotiation period. Mr. Kusserow subsequently provided the Amedisys Board with a copy of the March 27 Letter.
On March 29, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. At the meeting, members of Amedisys senior management provided the Amedisys Board with an update regarding recent discussions with Option Care Health, and representatives of Guggenheim Securities provided an overview of the financial terms of Option Care Health’s March 27 Letter. The Amedisys Board discussed the terms of Option Care Health’s March 27 Letter, as well as the potential benefits and risks associated with such a transaction and the comparative attractiveness of such a potential combination transaction relative to other strategic alternatives readily available to Amedisys. Following discussion of potential responses to Option Care Health’s proposal, the Amedisys Board directed Mr. Kusserow to engage with Option Care Health to allow Amedisys to more fully assess the potential opportunity afforded by a potential business combination transaction with Option Care Health. The Amedisys Board further instructed Mr. Kusserow to emphasize to Option Care Health that the Amedisys Board believed that any such transaction should result in Amedisys stockholders owning at least 36% of the shares of the combined company on a fully-diluted basis.
On March 31, 2023, Mr. Kusserow called Mr. Rademacher and Mr. M. Jansen Harry Kraemer, Jr., the chairman of the Option Care Health board of directors, separately and outlined Amedisys’ counterproposal which provided for a business combination following which Amedisys stockholders would own between 36% and 38% of the shares of the combined company on a fully-diluted basis, subject to additional diligence.
On April 2, 2023, Messrs. Kusserow and Ashworth had a dinner with Mr. Rademacher to introduce Mr. Ashworth as the new President and Chief Executive Officer of Amedisys to Mr. Rademacher and to discuss the potential business combination transaction described in Option Care Health’s March 27 Letter. During the course of this discussion, Messrs. Kusserow and Ashworth reiterated the Amedisys Board’s views on the relative ownership of the combined company and the parties aligned on moving forward with mutual diligence on the basis that Option Care Health would consider a business combination transaction that would result in Amedisys stockholders owning at least 36% of the shares of the combined company on a fully-diluted basis, subject to completion of due diligence and agreement on the other terms of any such transaction.
During the period following the April 2, 2023 meeting and during the course of April 3, 2023, Messrs. Kusserow and Ashworth had several telephone calls or email exchanges with each of the members of the Amedisys Board and confirmed with each member that the directors were in agreement with authorizing
 
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Amedisys to enter into an exclusivity agreement on the terms previously reviewed with the Amedisys Board at the meeting of the Amedisys Board on March 21, 2023.
On April 3, 2023, representatives of Kirkland & Ellis LLP (“Kirkland”) sent an initial draft exclusivity agreement to representatives of Paul, Weiss, which contemplated a 45-day period of exclusive negotiations between the parties.
Following further negotiations and the exchange of revised drafts of the exclusivity agreement, Amedisys, in line with the prior authorization provided by the Amedisys Board, and Option Care Health entered into the exclusivity agreement on April 5, 2023, which provided for a 30-day period of exclusive negotiations.
Between March 2023 and May 2023, representatives of the Amedisys commercial team and the Parent commercial team engaged in a number of discussions regarding commercial contracts and arrangements between the two companies in the ordinary course of business.
On April 7, 2023, Amedisys executed an engagement letter, subsequently ratified by the Amedisys Board, formally retaining Guggenheim Securities as its financial advisor in connection with evaluation of the potential business combination transaction with Option Care Health.
On April 10, 2023, Messrs. Ashworth and Kusserow of Amedisys and Mr. Kraemer and Mr. Rademacher of Option Care Health had dinner in Chicago, Illinois during which the participants discussed the potential business combination transaction, including the due diligence process.
Also on April 10, 2023, Amedisys provided access to Option Care Health, Kirkland and Goldman Sachs to a virtual data room. Representatives of Paul, Weiss also sent an initial draft mutual clean team agreement to representatives of Kirkland to facilitate the sharing of certain non-public, competitively sensitive information. Following negotiations and the exchange of revised drafts of the clean team agreement, Amedisys and Option Care Health executed the clean team agreement on April 12, 2023.
On April 11, 2023, Option Care Health provided access to Amedisys, Paul, Weiss and Guggenheim Securities to a virtual data room.
Over the course of April 10 through April 12, 2023, members of Amedisys senior management, representatives of Guggenheim Securities, members of Option Care Health senior management and representatives of Goldman Sachs met in person in Chicago, Illinois to discuss the potential business combination transaction, which included responses to each party’s due diligence questions and discussions of potential cost synergies and risks related to such a potential business combination.
During the period from April 10, 2023, when the virtual data room was opened, through May 3, 2023, the date of the execution of the OPCH Merger Agreement, representatives and advisors of Amedisys and Option Care Health engaged in a mutual business and legal due diligence review, which included a number of discussions with representatives and advisors of the other party.
On April 12, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. At the meeting, members of Amedisys senior management provided an update on the April 11 and April 12 meetings with members of Option Care Health senior management. Members of Amedisys senior management provided the Amedisys Board with Amedisys management’s views on the strategic rationale for a potential strategic transaction with Option Care Health, including the premium proposed by Option Care Health and the synergies that could drive additional value creation for Amedisys stockholders. Representatives of Guggenheim Securities then discussed with the Amedisys Board the proposed premium offered to Amedisys stockholders in the business combination transaction, the effects of recent market conditions on Amedisys’ stock price and Guggenheim Securities’ preliminary financial analyses of Amedisys on a standalone basis as compared to the pro forma combined company expected to result from a business combination transaction involving Amedisys and Option Care Health. Members of Amedisys senior management discussed an illustrative timeline for negotiating definitive transaction documentation and finalizing a due diligence review of Option Care Health. Following the discussion, the Amedisys Board directed members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss to continue
 
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negotiations with Option Care Health and its advisors. The Amedisys Board also discussed the terms of the engagement letter between Amedisys and Guggenheim Securities and ratified the engagement of Guggenheim Securities as Amedisys’ financial advisor based on Guggenheim Securities’ expertise in the healthcare sector, its experience in advising on complex strategic transactions, and its familiarity with Amedisys.
On April 15, 2023, representatives of Kirkland, on behalf of Option Care Health, sent an initial draft of the OPCH Merger Agreement to representatives of Paul, Weiss, on behalf of Amedisys. The initial draft proposed, among other things, that Amedisys would be entitled to designate two directors to the post-closing board and that each party would be required to pay a break fee equal to 3.75% of the implied equity value paid for Amedisys if the OPCH Merger Agreement was terminated under certain circumstances. From this time until the OPCH Merger Agreement was executed on May 3, 2023, representatives of Kirkland and representatives of Paul, Weiss exchanged several drafts of the OPCH Merger Agreement and negotiated the terms of the OPCH Merger Agreement, including with respect to certain governance arrangements, restrictions on the parties’ ability to solicit third party bidders, restrictions on the parties’ businesses between signing and closing, the obligations of the parties with respect to obtaining regulatory approvals and the amount of and circumstances in which the termination fees would be payable by either party.
On April 21, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. At the meeting, members of Amedisys senior management provided the Amedisys Board with an update of the status of Amedisys’ due diligence review of Option Care Health and also discussed with the Amedisys Board an updated illustrative transaction timeline and illustrative communications plan relating to the potential transaction with Option Care Health. Representatives of Paul, Weiss then discussed with the Amedisys Board the key terms included in the draft of the OPCH Merger Agreement received from representatives of Kirkland on April 15, 2023, including restrictions on Amedisys’ ability to solicit third party bidders, the obligations of the parties with respect to obtaining regulatory approvals, the amount of and circumstances in which the termination fees would be payable by either party, and the governance arrangements set forth therein. The Amedisys Board also discussed certain governance considerations with Amedisys management and representatives of Paul, Weiss and following such discussion, the Amedisys Board authorized Mr. Ashworth to have discussions with Mr. Rademacher regarding such considerations.
On April 22, 2023, representatives of Paul, Weiss, on behalf of Amedisys, sent a markup of the OPCH Merger Agreement to representatives of Kirkland, on behalf of Option Care Health. The revised draft proposed, among other things, that Amedisys would be entitled to designate four directors to a ten-person post-closing board and certain committee chair positions, that Amedisys would be required to pay a break fee equal to 2.5% of the implied equity value paid for Amedisys if the OPCH Merger Agreement was terminated under certain circumstances and that Option Care Health would be required to pay a break fee equal to 3.5% of the implied equity value paid for Amedisys if the OPCH Merger Agreement was terminated under certain circumstances.
On April 23, 2023, Mr. Kraemer and Ms. Julie Klapstein, Amedisys’ lead independent director, had a conversation about the potential business combination transaction, during which Ms. Klapstein reiterated Amedisys’ position that it be entitled to designate four members to a ten-person post-closing board, which members would be entitled to certain committee chair positions. Mr. Kraemer responded that four designees was too many and rejected the request for committee chair positions.
On April 24, 2023, Mr. Rademacher and Mr. Ashworth had a discussion in which Mr. Ashworth indicated to Mr. Rademacher that Amedisys would be open to considering a governance provision entitling Amedisys to appoint three members to a ten-person post-closing board.
On April 25, 2023, Mr. Ashworth and Mr. Rademacher had dinner during which the participants discussed certain governance issues raised in the draft of the OPCH Merger Agreement delivered by Option Care Health, including the size and composition of the board of the combined company and Option Care Health’s expectations regarding the senior management team of the combined company.
Also on April 25, 2023, members of senior management from Option Care Health and Amedisys participated in in-person meetings in Nashville, Tennessee, to discuss, among other things, cost and revenue synergy opportunities and Amedisys’ Contessa business.
 
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Between April 26 and April 27, 2023, Mr. Kraemer, Mr. Rademacher and Ms. Klapstein had numerous conversations regarding governance matters for the combined company, including the number of Amedisys directors that would be appointed to the post-closing board and the independence requirements of such directors.
On April 27, 2023, representatives of Kirkland, on behalf of Option Care Health, sent a markup of the OPCH Merger Agreement to representatives of Paul, Weiss, on behalf of Amedisys.
On April 28, 2023, after consulting with the SEC given the unique nature of Amedisys’ Contessa risk-based palliative contract, Amedisys updated its approach regarding the recognition of revenue related to that contract. This update only resulted in changes to Amedisys’ projected revenue and cost of service and did not impact projected EBITDA or earnings for Amedisys. Following this update, members of the Amedisys Board and the audit committee of the Amedisys Board confirmed agreement with Amedisys senior management’s plan to revise the Amedisys March long-range plan to update the accounting treatment of the risk-based palliative contract and to concurrently update the Amedisys March long-range plan to reflect Amedisys’ actual year-to-date performance results, which we refer to as the “Amedisys long-range plan”. Members of Amedisys senior management provided the Amedisys long-range plan to representatives of Guggenheim Securities as a basis for Guggenheim Securities’ financial analysis of the transaction between Amedisys and Option Care Health.
Later on April 28, 2023, representatives of Guggenheim Securities, on behalf of Amedisys, delivered to Option Care Health and representatives of Goldman Sachs that portion of the Amedisys long-range plan reflecting the changes made to address Amedisys’ approach to the application of the accounting rules recently adopted by the SEC to Amedisys’ Contessa segment.
Subsequently on April 28, 2023, Mr. Kraemer and Ms. Klapstein participated in a discussion regarding the change in accounting treatment described above, during which Mr. Kraemer informed Ms. Klapstein that the Option Care Health Board would require further information regarding the impact of the change before proceeding with the proposed business combination transaction on the proposed terms.
On April 29, 2023, Mr. Kraemer contacted Ms. Klapstein indicating that, in light of the updated approach to the recognition of revenue related to Amedisys’ Contessa risk-based palliative contract that were reflected in the Amedisys long-range plan, the Option Care Health Board would unlikely be able to support a potential strategic business combination transaction that would result in Amedisys stockholders owning 36% of the shares of the combined company on a fully-diluted basis and suggested a counteroffer in the range of 33-34% of the shares of the combined company on a fully-diluted basis, together with Amedisys’ right to designate two of the current members of the Amedisys Board to an 11-member board of the combined company.
In addition, on the morning of April 30, 2023, Mr. Rademacher contacted Mr. Ashworth and indicated that the Option Care Health Board was reconsidering the proposed ownership split given the accounting treatment issue described above.
On April 30, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. At the meeting, members of Amedisys senior management reviewed and discussed with the Amedisys Board the Amedisys long-range plan, including adjustments related to Amedisys’ Contessa segment. Representatives of Guggenheim Securities then reviewed their financial analysis of the potential strategic transaction which would result in Amedisys stockholders owning 36% of the shares of the combined company on a fully-diluted basis. Members of Amedisys senior management then provided the Amedisys Board with a summary of the due diligence review conducted on Option Care Health. At the meeting, members of Amedisys senior management and representatives of Paul, Weiss provided the Amedisys Board with an update on the status of negotiations of transaction documents with Option Care Health.
The Amedisys Board discussed those terms still subject to ongoing negotiation with Option Care Health, including the pro forma ownership of the combined company, the size and composition of the board of the combined company, and the amount of the termination fees payable by either company in certain circumstances specified in the OPCH Merger Agreement. The Amedisys Board directed Amedisys
 
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senior management and representatives of Paul, Weiss to continue to negotiate with Option Care Health and its advisors with a view to reaching final terms that could be reviewed with the Amedisys Board.
Later that day on April 30, 2023, in response to a discussion of the potential reduction in ownership that Option Care Health would be willing to offer Amedisys in light of the aforementioned accounting change, representatives of Guggenheim Securities informed representatives of Goldman Sachs that, given that the Contessa related accounting changes did not ultimately impact operating profit, the suggestion of a price reduction was not well received and that the Amedisys Board was not likely to be supportive of a transaction in which its shareholders did not own 36% of the combined company on a fully-diluted basis with proportional board representation.
Subsequently, Mr. Rademacher contacted Mr. Ashworth indicating that, in light of the updated approach to the recognition of revenue related to Amedisys’ Contessa risk-based palliative contract that were reflected in the Amedisys long-range plan, Option Care Health was revising its proposed terms for the potential transaction such that (i) Amedisys stockholders would own 35% of the shares of the combined company and Option Care Health stockholders would own the remaining 65% of the shares of the combined company, in each case on a fully-diluted basis, and (ii) Amedisys would have the right to designate three of the current members of the Amedisys Board to an 11-member board of the combined company (the “April Revised Offer”).
Subsequent to this discussion, representatives of Guggenheim Securities contacted representatives of Goldman Sachs to indicate that Amedisys would seek higher pro forma ownership and proportionate board representation relative to the April Revised Offer.
During the day of May 1, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. At the meeting, members of Amedisys senior management discussed with the Amedisys Board and Amedisys’ financial and legal advisors the status of negotiations with Option Care Health, including the terms of the April Revised Offer. Members of Amedisys senior management provided the Amedisys Board with senior management’s perspective on the terms of the April Revised Offer. Following discussion, the Amedisys Board directed Mr. Ashworth to continue to negotiate with Option Care Health to seek a higher pro forma ownership of the combined company for Amedisys stockholders and the right for Amedisys to designate a number of directors on the board of the combined company in a percentage that would be proportional to Amedisys’ stockholders’ proposed ownership of the combined company shares.
Following this meeting, Mr. Ashworth presented the terms discussed at the Amedisys Board meeting to Mr. Rademacher. During the course of this discussion, Mr. Rademacher indicated that, subject to formal approval of the Option Care Health Board, Option Care Health would be willing to proceed on the basis of a transaction that would (i) result in Amedisys stockholders owning 35.5% of the shares of the combined company, and Option Care Health stockholders owning the remaining 64.5% of the shares of the combined company, in each case on a fully-diluted basis, and (ii) provide Amedisys with the right to designate three of the current members of the Amedisys Board to a 10-member board of the combined company.
Later on May 1, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. At the meeting, members of Amedisys senior management provided the Amedisys Board with an update on the status of negotiations with Option Care Health, noting that following discussions with Option Care Health, Option Care Health had indicated it was willing to agree to a transaction that would (i) result in Amedisys stockholders owning 35.5% of the shares of the combined company, and Option Care Health stockholders owning the remaining 64.5% of the shares of the combined company, in each case, on a fully-diluted basis and (ii) provide Amedisys with the right to designate three of the current members of the Amedisys Board to a 10-member board of the combined company. The Amedisys Board then discussed next steps and logistics with respect to finalizing the terms of a definitive OPCH Merger Agreement with Option Care Health and communications plans related thereto.
Following this meeting, on May 1, 2023, Mr. Ashworth contacted Mr. Rademacher to agree, subject to approval of the Amedisys Board, to a potential business combination transaction that would (i) result in Amedisys stockholders owning 35.5% of the shares of the combined company, and Option Care Health
 
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stockholders owning the remaining 64.5% of the shares of the combined company, in each case, on a fully-diluted basis and (ii) provide Amedisys with the right to designate three of the current members of the Amedisys Board to a 10-member board of the combined company.
From May 1, 2023 until the time OPCH Merger Agreement was executed on May 3, 2023, representatives of Kirkland and Paul, Weiss exchanged drafts of the OPCH Merger Agreement reflecting parties’ agreement on certain key terms, including the exchange ratio for the consideration to be paid to Amedisys stockholders in connection with the OPCH Merger under the OPCH Merger Agreement, Amedisys’ right to designate three directors to a ten-member post-closing board, a break fee for each party under certain circumstances equal to 3.25% of the implied equity value paid for Amedisys and certain exceptions to the interim operating covenants.
On May 3, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. Representatives of Paul, Weiss updated the Amedisys Board regarding the finalization of the proposed OPCH Merger Agreement terms. Representatives of Guggenheim Securities then reviewed its financial analysis of the exchange ratio for the consideration to be paid to Amedisys stockholders in connection with the OPCH Merger under the OPCH Merger Agreement and delivered to the Amedisys Board an oral opinion, which was confirmed by delivery of a written opinion, dated May 3, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio was fair, from a financial point of view, to the stockholders of Amedisys. Following discussion, the Amedisys Board unanimously (i) approved and declared advisable the OPCH Merger Agreement and the transactions contemplated by the OPCH Merger Agreement, including the OPCH Merger, on the terms and subject to the conditions set forth in the OPCH Merger Agreement, (ii) determined that the OPCH Merger Agreement and the transactions contemplated by the OPCH Merger Agreement, including the OPCH Merger, are fair to, and in the best interests of, Amedisys and the stockholders of Amedisys, (iii) recommended the adoption of the OPCH Merger Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in the OPCH Merger Agreement, and (iv) directed that the OPCH Merger Agreement be submitted to the stockholders of Amedisys for adoption at the meeting of the Amedisys stockholders.
After the meetings of the Amedisys Board and Option Care Health Board, on May 3, 2023, Amedisys and Option Care Health executed the OPCH Merger Agreement. Amedisys and Option Care Health then issued a joint press release announcing the parties’ entry into the OPCH Merger Agreement and held a joint investor call.
On May 22, 2023, Mr. Kusserow received a telephone call from Mr. John Rex, a representative of Parent, informing Mr. Kusserow that Parent had interest in submitting a proposal to acquire Amedisys and would like to engage in further discussions with representatives of Amedisys. Pursuant to Amedisys’ obligations under the OPCH Merger Agreement, Mr. Kusserow informed Mr. Rex that he could not engage in any discussions regarding such topic before terminating the telephone call. Following this discussion and in accordance with Amedisys’ obligations under the OPCH Merger Agreement, representatives of Amedisys notified representatives of Option Care Health of the May 22, 2023 telephone conversation between Mr. Kusserow and Mr. Rex.
On May 26, 2023, representatives of Parent sent Amedisys an unsolicited, non-binding written proposal to acquire all Amedisys Common Stock in an all-cash transaction at a price of $100.00 per share (the “Parent May 26 Letter”). This $100 per share represented a 29.4% premium to the unaffected share price of Amedisys Common Stock prior to the announcement of the transaction with Option Care Health, a 30.3% premium to the closing trading price of Amedisys Common Stock on May 25, 2023, the last trading day prior to receipt of the Parent May 26 Letter and a 19.8% premium to the implied value of the Option Care Health stock consideration to be issued to Amedisys stockholders pursuant to the pending transaction with Option Care Health, based on Option Care Health’s closing trading price on May 25, 2023. The Parent May 26 Letter stated that representatives of Parent required access to confirmatory diligence, had the support of the Parent management team and that representatives of Parent were confident it would be able to obtain all necessary regulatory approvals.
On May 27, 2023, pursuant to Amedisys’ obligations under the OPCH Merger Agreement, representatives of Amedisys notified representatives of Option Care Health of Amedisys’ receipt of the Parent May 26 Letter.
 
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On May 27, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance, to discuss the Parent May 26 Letter. Representatives of Guggenheim Securities and Paul, Weiss discussed the financial, legal and regulatory aspects of the potential transaction contemplated by the Parent May 26 Letter. Representatives of Paul, Weiss reviewed with Amedisys Board its fiduciary duties under applicable law as well as the limitations in the OPCH Merger Agreement on Amedisys engaging in discussions with representatives of Parent unless the Amedisys’ Board determined that the proposal set forth in the Parent May 26 Letter could reasonably be expected to result in an Amedisys Superior Proposal (as defined in the OPCH Merger Agreement). Following this discussion and review of Amedisys’ obligations under the OPCH Merger Agreement, including consultation with Amedisys’ outside counsel and financial advisor, the Amedisys Board determined, in accordance with the terms of the OPCH Merger Agreement, that the Parent May 26 Letter could reasonably be expected to result in an Amedisys Superior Proposal (as defined in the OPCH Merger Agreement). The Amedisys Board further discussed with its outside advisors that the transaction proposed by the Parent May 26 Letter did not provide sufficient details with respect to transaction certainty. In order to obtain additional information about Parent’s proposal, the Amedisys Board, in each case in accordance with the OPCH Merger Agreement, directed Amedisys to (i) instruct Paul, Weiss to deliver a draft confidentiality agreement to representatives of Parent, and (ii) participate in discussions or negotiations regarding the Parent May 26 Letter with representatives of Parent.
On May 28, 2023, representatives of Amedisys notified representatives of Option Care Health of the Amedisys Board’s determination and Amedisys’ intention to take the actions described in the immediately foregoing sentence, in each case in accordance with the terms of the OPCH Merger Agreement. Also on May 28, 2023, representatives of Paul, Weiss sent a draft confidentiality agreement to representatives of Parent, a copy of which was also provided to representatives of Option Care Health in accordance with the OPCH Merger Agreement.
On May 30, 2023, Amedisys and Parent entered into a customary confidentiality agreement (the “Parent NDA”), which (i) contained substantive terms that were not less favorable in any material respect to Amedisys than those contained in the March 3 NDA, (ii) did not contain any “standstill” or similar provision and (iii) did not include any provision calling for an exclusive right to negotiate with Amedisys or providing for the reimbursement by Amedisys’ or any of its subsidiaries of any of Parent’s costs or expenses. Also on May 30, 2023, representatives of Amedisys notified representatives of Option Care Health that Amedisys and Parent had entered into the Parent NDA and provided representatives of Option Care Health with a copy of the Parent NDA.
Following the execution of the Parent NDA, representatives from Amedisys, representatives of Parent, and their representatives engaged in exploratory discussions relating to a potential transaction involving Parent and Amedisys. During the course of these discussions, Amedisys and representatives of Parent began to share information and perspectives with respect to value and commitments and remedies related to transaction certainty. In accordance with its obligations under the OPCH Merger Agreement, following the execution of the Parent NDA on May 30, 2023 through the effectiveness of the termination of the OPCH Merger Agreement on June 26, 2023, Amedisys and its representatives provided Option Care Health and its representatives with prompt notice of any material developments and documents related to its discussions with representatives of Parent, as well as copies of any drafts of the Merger Agreement and other written materials exchanged by Amedisys and any of its subsidiaries or any of their representatives, on the one hand, and Parent and any of its representatives on the other hand, in each case, relating to Parent’s proposals, and otherwise complied with its obligations under the OPCH Merger Agreement.
On May 31, 2023, Messrs. Kusserow and Ashworth had dinner with Mr. Rex and Mr. Richard Mattera, representing Parent, during which the parties discussed a potential transaction as described in the Parent May 26 Letter.
On June 2, 2023, Amedisys received an unsolicited written proposal from representatives of Parent to acquire Amedisys in an all-cash transaction at a price of $100.00 per share of Amedisys Common Stock (the “Parent June 2 Letter”). The Parent June 2 Letter included additional terms relating to commitments and remedies related to transaction certainty reflecting the exploratory negotiations between representatives of Amedisys and Parent following the execution of the Parent NDA, including statements that Parent was willing, as part of its reasonable best efforts commitment with respect to obtain the requisite antitrust
 
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approvals, agree to the following, if required: (i) divest assets generating up to 15% of Amedisys’ 2022 net service revenue of $2,223,000,000, (iii) undertake non-divestiture remedies that, individually or in the aggregate with other remedies, are not expected to have a material adverse effect on Amedisys or Parent (assuming any such material adverse effect is measured against Amedisys) and (iv) to agree to a termination fee in connection with the failure to consummate the Merger due to regulatory reasons equal to 5% of Amedisys’ enterprise value.
On June 3, 2023, pursuant to Amedisys’ obligations under the OPCH Merger Agreement, representatives of Amedisys notified representatives of Option Care Health of Amedisys’ receipt of the Parent June 2 Letter. Representatives of Amedisys also engaged in further discussion with representatives of Parent regarding the terms of a potential transaction, including those set forth in the Parent June 2 Letter.
On the evening of June 4, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance, to discuss the Parent June 2 Letter and other recent developments in connection with the OPCH Merger Agreement and the unsolicited proposals received from representatives of Parent. At this meeting, Guggenheim Securities provided updated relationship disclosure information to the Amedisys Board.
On June 5, 2023, Amedisys issued a press release with respect to the OPCH Merger Agreement and the unsolicited proposal received from representatives of Parent in which Amedisys confirmed that the recommendation of the Amedisys Board in favor of the OPCH Merger Agreement and the OPCH Merger continues to be in effect. The Amedisys Board, in accordance with the OPCH Merger Agreement, directed Amedisys to furnish information with respect to Amedisys and its subsidiaries to Parent and its representatives to facilitate Parent to undertake its confirmatory diligence.
On June 5, 2023, Option Care Health filed a joint preliminary proxy/prospectus regarding the OPCH Merger and related transactions with the SEC which included disclosures regarding the terms contained within the Parent June 2 Letter and subsequent discussions between representatives of Amedisys, on the one hand, and the respective representatives of each of Parent and Option Care Health, on the other hand, related thereto.
Also on June 5, 2023, Parent publicly announced that it had made an unsolicited $100.00 per share of Amedisys Common Stock all-cash proposal to the Amedisys Board in the Parent June 2 Letter.
On June 5, 2023, representatives of Amedisys provided Parent and its representatives with access to a virtual data room and thereafter to additional due diligence information.
On June 6, 2023, representatives of Paul, Weiss provided representatives of Sullivan & Cromwell LLP (“Sullivan & Cromwell), Parent’s outside legal counsel, with an initial draft of a confidential disclosure letter to be provided by Amedisys to Parent in connection with the proposed Merger Agreement. Between June 6, 2023 and June 25, 2023, representatives of Paul, Weiss and Sullivan & Cromwell exchanged drafts of the confidential disclosure letter to be provided by Amedisys to Parent in connection with the Merger Agreement.
On June 7, 2023, representatives of Sullivan & Cromwell sent an initial draft of the Merger Agreement to representatives of Paul, Weiss which, among other things, provided that: (i) Amedisys would pay the $106,000,000 termination fee to Option Care Health in connection with the termination of the OPCH Merger Agreement, (ii) Amedisys would not have the benefit of a materiality qualifier or reasonable best efforts standards in respect of the interim operating covenants that would apply to the operation of its business between signing and closing and (iii) both Amedisys and Parent were precluded from consummating any acquisitions or similar transactions that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by the Merger Agreement, but did not preclude Amedisys or Parent from announcing or entering into any such agreements.
Also on June 7, 2023, members of senior management of Amedisys provided representatives of Parent with a management presentation.
Between June 7, 2023 and June 25, 2023, representatives of Amedisys and Parent engaged in discussions and negotiations, which focused, among other things, on value, commitments and remedies related to
 
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transaction certainty, including restrictions on the operation of Amedisys’ business between signing and closing, obligations of the parties with respect to regulatory approvals, employment matters and the circumstances under which termination fees would be payable by either party, and the amount of such fees.
During June 13, 2023, representatives of Amedisys had a series of telephone conversation with representatives of Parent during which the representatives of Parent suggested that Parent may be prepared to further increase its proposed offer to acquire all outstanding shares of Amedisys Common Stock to $101 per share in cash (the “Parent June 13 Indication”), representing a 30.7% premium to the unaffected share price of Amedisys Common Stock prior to the announcement of the transaction with Option Care Health, a 10.5% premium over the closing trading price of Amedisys Common Stock on June 12, 2023, the last trading day prior to receipt of the Parent June 13 Indication, and a 11.2% premium to the implied value of the Option Care Health stock consideration to be issued to Amedisys stockholders pursuant to the pending transaction with Option Care Health, based on Option Care Health's closing trading price on June 12, 2023, subject to completion of confirmatory diligence and the acceptance of particular transaction terms. The representatives of Parent stated that such an increase in its proposal would represent its best and final proposal. Following such telephone conversations, and in accordance with Amedisys’ obligations under the OPCH Merger Agreement, representatives of Amedisys notified representatives of Option Care Health of the Parent June 13 Indication.
Also during June 13, 2023, representatives of Paul, Weiss sent a revised draft of the Merger Agreement to representatives of Sullivan & Cromwell.
On the evening of June 13, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. Members of Amedisys senior management and representatives of Paul, Weiss and Guggenheim Securities provided updates on the status of exploratory discussions and negotiations with representatives of Parent, including the Parent June 13 Indication. During the meeting, members of Amedisys senior management and representatives of Paul, Weiss and Guggenheim Securities also provided updates on the impact of the June 5, 2023 public announcements of the Parent May 26 Letter, Parent June 6 Letter and ongoing discussions with Parent on Amedisys’ stock performance, shareholder base, management team, employees, operations and the pending OPCH Merger. Representatives of Guggenheim Securities and Paul, Weiss discussed the financial, legal and regulatory aspects of the potential transaction contemplated, including the drafts of the Merger Agreement that had been exchanged. Representatives of Paul, Weiss reviewed with Amedisys Board its fiduciary duties in connection with its consideration of a potential transaction with Parent. Representatives of Guggenheim Securities presented its preliminary financial analyses of the OPCH Merger and a potential all-cash acquisition of Amedisys by Parent at the value proposed by Parent. The Amedisys Board directed Amedisys senior management and representatives of Paul, Weiss to continue to engage in exploratory discussions and negotiations with representatives of Parent in accordance with the terms of the OPCH Merger Agreement in order to obtain additional information about Parent’s proposal.
On June 15, 2023 and June 16, 2023, representatives of Amedisys and representatives of Parent held confirmatory diligence calls regarding financial, legal, human capital, information technology, tax accounting and compliance matters.
On June 15, 2023, representatives of Paul, Weiss, on behalf of Amedisys, sent a proposed draft termination agreement by and between Amedisys, Option Care Health and OPCH Merger Sub (the “Termination Agreement”) related to the OPCH Merger Agreement to representatives of Kirkland for discussion purposes only.
On June 16, 2023, the waiting period under the HSR Act with respect to the OPCH Merger expired at 11:59 p.m. ET.
During the period between June 16, 2023 through June 20, 2023, representatives of Amedisys and representatives of Parent had several conversations regarding the terms of a potential transaction between Parent and Amedisys.
During the period between June 16, 2023 and June 22, 2023, representatives of Paul, Weiss, on behalf of Amedisys, and Sullivan & Cromwell, on behalf of Parent, exchanged multiple drafts of the Merger Agreement.
 
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On the morning of June 22, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. Members of Amedisys senior management and representatives of Paul, Weiss and Guggenheim Securities provided an update on the status of exploratory discussions and negotiations with representatives of Parent. Representatives of Amedisys senior management also provided the attendees with an update on the financial performance and operational results of Amedisys and the status of the anticipated upcoming announcement regarding new CMS rules and guidelines. Representatives of Paul, Weiss also provided an update to the Amedisys Board on the status of negotiations of the Merger Agreement. At the conclusion of the meeting, the Amedisys Board directed Amedisys senior management and representatives of Paul, Weiss to continue to engage in exploratory negotiations with representatives of Parent in accordance with the terms of the OPCH Merger Agreement in order to obtain additional information about Parent’s proposal.
During June 24, 2023 and June 25, 2023, representatives of Kirkland and Paul, Weiss had several conversations regarding the terms of the draft Termination Agreement and timing related thereto, during which representatives of Kirkland indicated that members of Option Care Health leadership had expressed that Option Care Health was willing to enter into the Termination Agreement with Amedisys, subject to the approval of the Option Care Health board of directors.
Additionally, during June 24, 2023 and June 25, 2023, members of Amedisys senior management, representatives of Paul, Weiss, representatives of Parent and representatives of Sullivan & Cromwell had several conversations regarding certain terms in the proposed Merger Agreement related to, amongst other matters, employee retention.
On June 25, 2023, representatives of Kirkland and Paul, Weiss finalized the terms of the proposed Termination Agreement.
Also on June 25, 2023, representatives of Paul, Weiss and Sullivan & Cromwell exchanged multiple drafts of the Merger Agreement, the final drafts of which, among other things: (i) provided that Parent, on behalf of Amedisys, would pay the $106,000,000 termination fee to Option Care Health in connection with the termination of the OPCH Merger Agreement subject to an obligation on Amedisys’ to reimburse Parent for such in certain circumstances, which would, in those circumstances, have the effect of reducing the net termination fee payable to Amedisys by Parent in connection with the failure to consummate the Merger due to regulatory reasons to $144,000,000, (ii) provided that Amedisys would have the benefit of a materiality qualifier and reasonable best efforts standards in respect of the interim operating covenants that would apply to the operation of its business between signing and closing, (iii) precluded both Amedisys and Parent from entering into agreements or making announcements regarding acquisitions or similar transactions that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by the Merger Agreement, (iv) provided that the Amedisys Board would have the ability to terminate the Merger Agreement in order to enter into a definitive agreement with a third party with respect to a superior proposal and (v) revised certain provisions related to employee retention, benefits and compensation to reflect recent discussions between the parties and their representatives.
On June 25, 2023, the Amedisys Board held a meeting with members of Amedisys senior management, representatives of Guggenheim Securities and representatives of Paul, Weiss in attendance. Representatives of Paul, Weiss described the terms of the proposed Merger Agreement and reviewed with Amedisys Board its fiduciary duties in connection with its consideration of a potential transaction with Parent. Representatives of Guggenheim Securities then reviewed its financial analysis of the consideration of $101 per share of Amedisys Common Stock in cash, without interest (the “per share merger consideration”), less any applicable withholding taxes and delivered to the Amedisys Board an oral opinion, which was confirmed by delivery of a written opinion, dated June 25, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, that the per share merger consideration was fair, from a financial point of view, to the stockholders of Amedisys. Representatives of Paul, Weiss next reviewed with the Amedisys Board the terms of the proposed Termination Agreement and discussed with the attendees the conversations between representatives of Paul, Weiss and representatives of Kirkland on June 24, 2023 and June 25, 2023. Following discussion, the Amedisys Board unanimously (i) approved and declared advisable the Termination Agreement and the transactions contemplated by the Termination Agreement on the terms and conditions set forth in the Termination Agreement (ii) determined that the Termination Agreement and the transactions contemplated
 
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by the Termination Agreement, are fair to, and in the best interests of, Amedisys and the stockholders of Amedisys, (iii) subject to and conditioned upon the prior execution and delivery of the Termination Agreement and the termination of the OPCH Merger Agreement, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and conditions set forth in the Merger Agreement, (iv) subject to and conditioned upon the prior execution and delivery of the Termination Agreement and the termination of the OPCH Merger Agreement, determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Amedisys and the stockholders of Amedisys, (v) recommended the adoption of the Merger Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in the Merger Agreement and (vi) directed that the Merger Agreement be submitted to the stockholders of Amedisys for adoption at the meeting of the Amedisys stockholders.
After the meeting of the Amedisys Board, on the morning of June 26, 2023, Amedisys, Option Care Health and OPCH Merger Sub entered into the Termination Agreement, pursuant to which the parties thereto agreed to terminate the OPCH Merger Agreement and grant mutual releases by the parties of all claims against the other parties based upon, arising from, in connection with or relating to the OPCH Merger Agreement. Pursuant to the terms of the Termination Agreement, each of the termination of the OPCH Merger Agreement and the mutual releases provided for in the Termination Agreement would become effective upon receipt by Option Care Health of a $106,000,000 termination fee payable by, or on behalf of, Amedisys within 24 hours of the execution of the Termination Agreement (i.e., before the market open on June 27, 2023).
On the morning of June 26, 2023, following the execution of the Termination Agreement, Parent, on behalf of Amedisys, delivered funds to Option Care Health in an amount equal to $106,000,000, representing the termination fee payable to Option Care Health under the OPCH Merger Agreement and the Termination Agreement, satisfying the condition precedent to the effectiveness of the termination of the OPCH Merger Agreement and the releases contained in the Termination Agreement.
Later on the morning of June 26, 2023, Amedisys and Parent executed the Merger Agreement. Following the execution of the Merger Agreement, prior to the market opening on June 26, 2023, Amedisys issued a press release announcing the parties’ entry into the Merger Agreement.
Amedisys’ Reasons for the Merger and Recommendation of the Amedisys Board
At a special meeting held on June 25, 2023, the Amedisys Board unanimously: (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Amedisys and its stockholders, (iii) resolved to recommend the adoption of the Merger Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in the Merger Agreement and (iv) directed that the Merger Agreement be submitted to the stockholders of Amedisys for adoption at the Amedisys Special Meeting.
Accordingly, the Amedisys Board unanimously recommends that Amedisys stockholders vote “FOR” the Amedisys Merger Proposal.
In evaluating the proposed transaction, reaching its determinations and making its recommendations, the Amedisys Board, as described in the section titled “Background of the Merger” beginning on page 37, consulted with Amedisys senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the transaction:
Value of Consideration

the aggregate value and nature of the consideration to be received in the Merger by Amedisys stockholders, including:

the Amedisys Board’s view, after consultation with its outside legal and financial advisors, that the Merger Consideration to be received by the Amedisys stockholders in the Merger is more
 
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favorable to the Amedisys stockholders than the consideration that the Amedisys stockholders were to receive under the OPCH Merger Agreement;

the Amedisys Board’s view that the Merger Consideration was an attractive value for the shares of Amedisys Common Stock and represents a significant premium across a number of measuring periods including: a premium of approximately 30.7% to Amedisys stockholders based on the closing price of Amedisys Common Stock on May 2, 2023, the last day before the signing of the OPCH Merger Agreement, a premium of approximately 10.7% to the Amedisys stockholders based on the closing price of Amedisys Common Stock on June 23, 2023, the last trading day prior to the public announcement of the Merger Agreement and a 31.6% premium based on the 30-day volume weighted average share price of Amedisys Common Stock as of May 2, 2023; and

the fact that the Merger Consideration would be paid solely in cash, which, compared to non-cash consideration provides certainty of value and liquidity to the Amedisys stockholders upon the consummation of the Merger, in comparison to the risks and uncertainty inherent in remaining an independent public company or engaging in a transaction in which all of the consideration is payable in stock.
Most Attractive Strategic Alternative

the view of the Amedisys Board that the proposed transaction with Parent was the most attractive strategic alternative available to Amedisys and its stockholders, including in comparison to remaining independent and continuing to execute on Amedisys’ long-term business strategy. In this regard, the Amedisys Board considered:

its belief that the certainty provided by the acquisition of Amedisys by Parent for $101 per share in cash was more favorable to Amedisys stockholders than (1) pursuing other potential alternatives, including the transactions contemplated by the OPCH Merger Agreement, or (2) the potential risk-weighted value of remaining an independent public company and provided the best alternative for maximizing stockholder value reasonably available to Amedisys and its stockholders, including when compared to continuing to operate on a standalone basis and taking into account certain risks associated with continuing to operate as a standalone company, including the achievability of meeting financial projections, the regulatory and business environment in which Amedisys operates, and the potential risks posed by changes to laws, regulations and other requirements affecting Amedisys’ business and industry and the other risk factors associated with continued independence set forth in the section titled “Risk Factors” in Amedisys’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated by reference into this proxy statement, and other documents that are incorporated by reference into this proxy statement;

that the limited number of potential strategic partners had expressed or indicated that they were not interested or were unlikely to be interested in a strategic transaction with Amedisys during the period prior to the signing of the OPCH Merger Agreement;

the fact that since the announcement of the proposed OPCH Merger on May 3, 2023, no other potential buyer, strategic transaction partner or business combination transaction partner has approached Amedisys to indicate an interest in acquiring, or undertaking a potential business combination transaction with Amedisys, or submitted an offer to acquire, or complete a business combination with Amedisys at a purchase price per share higher than the $101 per share, the per share merger consideration to be paid to Amedisys stockholders in the proposed Merger;

the challenges facing financial sponsors in obtaining attractive financing in the current market environment, as well as the lack of potential synergies for financial sponsors as compared to the acquisition of Amedisys by Parent;

that Parent is a creditworthy entity with the financial capacity to complete an acquisition of this size and complexity, and Parent’s prior track record of completing large and complex acquisitions, which the Amedisys Board believes supported the conclusion that a transaction with Parent could be successfully completed;
 
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the benefits that Amedisys was able to obtain as a result of extensive negotiations with representatives of Parent, as well as extensive negotiations between Amedisys and Option Care Health, including an increase in the price per share from $100 per share in the proposal contained in the Parent May 26 Letter as compared to Parent’s best and final price of $101 per share, and the Amedisys Board’s belief that (i) as a result of an active, extensive, arms-length negotiating process with representatives of Parent over the course of several weeks, the final price of $101 per share was the maximum consideration that Parent would be willing to offer under the circumstances and (ii) there was substantial risk of losing Parent’s best and final offer if Amedisys continued to pursue a more favorable price per share; and

that Amedisys’ management and outside advisors had conducted due diligence investigations regarding the regulatory implications associated with the Merger. In this regard, the Amedisys Board noted that the parties and their respective legal counsel engaged early in the transaction process to assess any potential antitrust issues that an acquisition of Amedisys by Parent could present.
Opinion of Amedisys’ Financial Advisor

the oral opinion of Guggenheim Securities, dated June 25, 2023, which was confirmed by delivery of a written opinion, dated June 25, 2023, to the effect that, as of such date, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the per share merger consideration was fair, from a financial point of view, to the stockholders of Amedisys, as more fully described below in the section titled “The Merger Opinion of Amedisys’ Financial Advisor” beginning on page 61 of this proxy statement and in the full text of Guggenheim Securities’ written opinion attached to this proxy statement as Annex B.
Likelihood of Completion of the Merger

the likelihood that the Merger will be completed, based on, among other factors, the specific and limited closing conditions to the completion of the Merger, the fact that the definition of “Material Adverse Effect” has customary exclusions, the absence of a financing condition or similar contingency relating to Parent’s ability to obtain financing and the commitment made by both Amedisys and Parent to use reasonable best efforts to obtain approval for the Merger required under the HSR Act (requisite approval (or the expiration or termination of the waiting period) under the HSR Act is the only antitrust clearance required to complete the Merger) and applicable state health care laws and regulations and the expectation of both Amedisys and Parent that such requisite approval for the Merger (or the expiration or termination of the waiting period) under the HSR Act, as well as all requisite healthcare regulatory approvals, will be obtained, as further described in the section of this proxy statement titled “The Merger — Regulatory Approvals and Related Matters” beginning on page 74 of this proxy statement;

that Parent represented to Amedisys in the Merger Agreement that Parent will have sufficient resources at the closing to pay the aggregate Merger Consideration and to consummate the Merger;

the Merger Agreement is not subject to the approval of the stockholders of Parent, unlike the transactions contemplated by the OPCH Merger Agreement, which require approval of the shareholders of Option Care Health;

the Amedisys Board’s belief, informed by inbound communications from certain of Amedisys’ stockholders, that Amedisys’ stockholders would likely vote in favor of a Merger Agreement providing for an all-cash merger consideration around the value of the per share merger consideration;

the fact that the Outside Date of the Merger Agreement, taking into account the automatic extension of the initial June 26, 2024 Outside Date in specified circumstances to December 27, 2024, (as more fully described in the section of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 97 of this proxy statement), is expected to allow for sufficient time to obtain all required regulatory approvals to consummate the Merger; and

the ability of Amedisys to specifically enforce Parent’s obligations under the Merger Agreement.
 
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Favorable Terms of the Merger Agreement

the ability of Amedisys to, subject to specified limitations, respond to and engage in discussions regarding unsolicited third-party acquisition proposals under certain circumstances and, ultimately, (1) to change its recommendation that the Amedisys stockholders adopt the Merger Agreement and vote “FOR” the Amedisys Merger Proposal and (2) to terminate the Merger Agreement in order to accept an Amedisys Superior Proposal and enter into an Amedisys Alternative Transaction, subject to compliance with the procedural terms and conditions set forth in the Merger Agreement and including, in certain circumstances, the payment of a termination fee (which is customary in transactions of this nature) of $125,000,000 (as well as the reimbursement of the $106,000,000 OPCH Termination Fee paid to Option Care Health by Parent), which the Amedisys Board does not believe to be preclusive of, or a substantial impediment to, a third party making an acquisition proposal, as further discussed in the sections of this proxy statement titled “The Merger Agreement — No Solicitation”, “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Expenses and Termination Fees” beginning on pages 88, 97 and 99 of this proxy statement;

the fact that the Merger is subject to approval by the holders of a majority of the shares of Amedisys Common Stock;

the fact that if the Merger is completed, stockholders and beneficial owners of shares of Amedisys Common Stock who continuously hold their shares throughout the effective date of the Merger, who do not vote in favor of the Amedisys Merger Proposal, who properly demand in writing an appraisal of their shares of Amedisys Common Stock delivered to Amedisys prior to the taking of the vote on the Amedisys Merger Proposal and who comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, will be entitled to appraisal rights to receive, in cash, the fair value of their shares of Amedisys Common Stock as determined by the Delaware Court of Chancery;

the fact that Parent paid the $106,000,000 OPCH Termination Fee to Option Care Health on behalf of Amedisys, subject to reimbursement in certain specified situations, as further discussed in the section of this proxy statement titled “The Merger — Background of the Merger” beginning on page 37 of this proxy statement; and

the obligation of Parent to pay Amedisys a regulatory break fee in a net amount of $144,000,000 upon termination of the Merger Agreement under specified circumstances related to the failure to satisfy certain closing conditions related to antitrust approvals, as further discussed in the section of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Expenses and Termination Fees” beginning on pages 97 and 99 of this proxy statement.
Governance Matters

the fact that the Amedisys Board consists of a majority of independent directors who carefully reviewed the transaction with the assistance of Amedisys’ management and legal and financial advisors, and also took into consideration the financial expertise and prior industry experience of a number of directors.
The Amedisys Board weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the Merger Agreement and the transaction, including:

the fact that the per share merger consideration, while providing relative certainty of value, would not allow Amedisys’ stockholders to participate in the possible growth and potential future earnings of Amedisys following the consummation of the Merger, including any possible future increase in Amedisys’ value, which could result if Amedisys remained an independent, publicly traded company;

the fact that the gain realized by Amedisys stockholders as a result of the per share merger consideration and the Merger generally will be taxable to the stockholders for U.S. federal income tax purposes;
 
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the terms of the Merger Agreement that restrict Amedisys’ ability to solicit alternative acquisition proposals and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative acquisition proposal, subject to certain exceptions, as further discussed in the section of this proxy statement titled “The Merger Agreement — No Solicitation” beginning on page 88 of this proxy statement;

that certain provisions of the Merger Agreement may have the effect of discouraging alternative transaction proposals involving Amedisys;

the risk that Amedisys stockholders may not approve the Amedisys Merger Proposal at the Amedisys Special Meeting;

the possibility that governmental authorities might seek to require certain actions of Amedisys or Parent or impose certain terms, conditions or limitations on Amedisys’ or Parent’s businesses in connection with granting approval of the Merger or might otherwise seek to prevent or delay the Merger, including the risk that governmental authorities might seek an injunction or order in court;

the potential for diversion of management attention and employee attrition due to the possible effects of the announcement and pendency of the Merger and the potential effects on customers, clients, patients, employees, vendors, strategic partners and business relationships;

the amount of time it could take to complete the Merger, including (1) with respect to obtaining antitrust or other requisite regulatory approvals or (2) the fact that completion of the Merger depends on factors outside of Amedisys’ control, and the risk that the pendency of the Merger for an extended period of time could have an adverse impact on Amedisys, including its business relationships, business operations, financial results and ability to attract and retain key personnel while the proposed transaction is pending;

the interim operating covenants in the Merger Agreement that restrict or negatively impact Amedisys’ ability to operate its business and engage in and pursue certain business opportunities or strategic initiatives that may arise before the completion of the Merger, including the requirement that Amedisys use reasonable best efforts to carry on business in all material respects in the ordinary course consistent with past practice, subject to specific limitations;

that there can be no assurance that all conditions to the obligations of Amedisys or Parent to the consummation of the Merger will be satisfied or waived even if the Amedisys Merger Proposal is approved by Amedisys stockholders;

the possibility of non-consummation of the Merger, including due to a failure to obtain the requisite approval under the HSR Act or due to a failure to obtain any requisite healthcare regulatory approvals or consents from state-level regulators and agencies in a timely manner, and the potential consequences of non-consummation, including the potential negative impacts on Amedisys, its business and the trading price of Amedisys Common Stock;

the obligation of Amedisys to (1) pay Parent a termination payment of $125,000,000 and (2) reimburse Parent for the $106,000,000 OPCH Termination Fee that Parent paid to Option Care Health in connection with the termination of the OPCH Merger Agreement, in each case, upon termination of the Merger Agreement under specified circumstances, as further discussed in the section of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement and “The Merger Agreement — Expenses and Termination Fees” beginning on pages 97 and 99 of this proxy statement;

Parent’s ability, subject to certain conditions, to terminate the Merger Agreement, as further discussed in the section of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 97 of this proxy statement;

the risk that the expiration or termination of the waiting period under the HSR Act or under the approvals required under other healthcare regulatory regimes may not be obtained, may be delayed or may be conditioned and the risk that regulators may require divestitures or other remedies. In this regard, the Amedisys Board particularly considered the risk that remedies sought by governmental antitrust entities would constitute a “Burdensome Condition”, in which case Parent would not be required to agree to such remedies;
 
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the risks of litigation relating to the Merger;

the significant costs involved in connection with entering into the Merger Agreement and consummating the Merger (many of which are payable whether or not the Merger is consummated); and

the risks and considerations of the type and nature described under the section of this proxy statement titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 25 of this proxy statement and described under the sections of Amedisys’ most recent Form 10-K and Form 10-Q captioned “Risk Factors.”
The Amedisys Board considered the factors described above as a whole, including through engaging in discussions with Amedisys senior management and Amedisys’ outside legal and financial advisors. Based on this review and consideration, the Amedisys Board unanimously concluded that these factors, on balance, supported a determination that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were fair to and in the best interests of Amedisys and its stockholders, and resolved to recommend the adoption of the Merger Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in the Merger Agreement.
In addition, the Amedisys Board was aware of and considered the fact that Amedisys’ directors and executive officers may have certain interests in the transaction that are different from, or in addition to, the interests of Amedisys stockholders generally, as described in the section of this proxy statement titled “Interests of Amedisys Directors and Executive Officers in the Merger” beginning on page 103 of this proxy statement.
The foregoing discussion of the information and factors that the Amedisys Board considered is not, and is not intended to be, exhaustive. The Amedisys Board collectively reached the conclusion to approve the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, in light of the various factors described above and other factors that the members of the Amedisys Board believed appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Amedisys Board considered in connection with its evaluation of the transaction, the Amedisys Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Amedisys Board. In considering the factors discussed above, individual directors may have given different weights to different factors.
The foregoing discussion of the information and factors considered by the Amedisys Board in approving the Merger Agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 25 of this proxy statement and in the sections of Amedisys’ most recent Form 10-K and Form 10-Q captioned “Risk Factors.”
Opinion of Amedisys’ Financial Advisor
Opinion of Guggenheim Securities, LLC
Overview
Amedisys retained Guggenheim Securities as its financial advisor in connection with a potential business combination transaction involving Amedisys. In selecting Guggenheim Securities as its financial advisor, Amedisys considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the healthcare services industry. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.
 
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At the June 25, 2023 meeting of the Amedisys Board, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, dated June 25, 2023, to the Amedisys Board to the effect that, as of June 25, 2023 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the per share merger consideration was fair, from a financial point of view, to the stockholders of Amedisys.
This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, business, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.
In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith):

was provided to the Amedisys Board (in its capacity as such) for its information and assistance in connection with its evaluation of the per share merger consideration;

did not constitute a recommendation to the Amedisys Board with respect to the Merger;

does not constitute advice or a recommendation to any stockholder of Amedisys as to how to vote or act in connection with the Merger or otherwise;

did not address Amedisys’ underlying business or financial decision to pursue or effect the Merger, the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for Amedisys or the effects of any other transaction in which Amedisys might engage;

addressed only the fairness, from a financial point of view and as of the date of such opinion, of the per share merger consideration to the stockholders of Amedisys;

expressed no view or opinion as to (i) any other term, aspect or implication of (a) the Merger (including, without limitation, the form or structure of the Merger) or the Merger Agreement or (b) any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or (ii) the fairness, financial or otherwise, of the Merger to, or of any consideration to be paid to or received by, the holders of any class of securities (other than as expressly specified therein), creditors or other constituencies of Amedisys; and

expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Amedisys’ directors, officers or employees, or any class of such persons, in connection with the Merger relative to the per share merger consideration or otherwise.
In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

reviewed a draft of the Merger Agreement dated June 22, 2023;

reviewed certain publicly available business and financial information regarding Amedisys;

reviewed certain non-public business and financial information regarding Amedisys’ business and future prospects (including the Amedisys long-range plan, as defined and summarized in the section entitled “Certain Amedisys Unaudited Prospective Financial Information” ​(the “Amedisys-Provided Financial Projections”) and certain other estimates and other forward-looking information), all as prepared by, discussed with and approved for Guggenheim Securities’ use by Amedisys’ senior management (collectively, the “Amedisys-Provided Information”);
 
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discussed with Amedisys’ senior management their strategic and financial rationale for the Merger as well as their views of Amedisys’ businesses, operations, historical and projected financial results and future prospects and the commercial, competitive and regulatory dynamics in the home healthcare and hospice sectors;

performed a discounted cash flow analysis based on the Amedisys-Provided Financial Projections;

reviewed the valuation and financial metrics of certain mergers and acquisitions that Guggenheim Securities deemed relevant in evaluating the Merger;

reviewed the historical prices, trading multiples and trading activity of the Amedisys Common Stock;

compared the financial performance of Amedisys and the trading multiples and trading activity of the Amedisys Common Stock with corresponding data for certain other publicly traded companies that Guggenheim Securities deemed relevant in evaluating Amedisys; and

conducted such other studies, analyses, inquiries and investigations as Guggenheim Securities deemed appropriate.
With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

Guggenheim Securities relied upon and assumed the accuracy, completeness and reasonableness of all industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information provided by or discussed with Amedisys (including, without limitation, the Amedisys-Provided Information) or obtained from public sources, data suppliers and other third parties.

Guggenheim Securities (i) did not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and Guggenheim Securities did not independently verify, any such information (including, without limitation, the Amedisys-Provided Information), (ii) expressed no view or opinion regarding the reasonableness or achievability of the Amedisys-Provided Financial Projections, any other estimates and any other forward-looking information provided by Amedisys or the assumptions upon which any of the foregoing are based and (iii) relied upon the assurances of Amedisys’ senior management that they were unaware of any facts or circumstances that would make the Amedisys-Provided Information incomplete, inaccurate or misleading.

Specifically, with respect to (i) the Amedisys-Provided Financial Projections utilized in Guggenheim Securities’ analyses, (a) Guggenheim Securities was advised by Amedisys’ senior management, and Guggenheim Securities assumed, that the Amedisys-Provided Financial Projections had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of Amedisys’ senior management as to the expected future performance of Amedisys on a stand-alone basis and (b) Guggenheim Securities assumed that the Amedisys-Provided Financial Projections had been reviewed by the Amedisys Board with the understanding that such information would be used and relied upon by Guggenheim Securities in connection with rendering its opinion and (ii) any other financial projections/forecasts, any other estimates and/or any other forward-looking information obtained from public sources, data suppliers and other third parties, Guggenheim Securities assumed that such information was reasonable and reliable.
Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

Guggenheim Securities did not perform or obtain any independent appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Amedisys or any other entity or the solvency or fair value of Amedisys or any other entity, nor was Guggenheim Securities furnished with any such appraisals.

Guggenheim Securities’ professionals are not legal, regulatory, tax, consulting, accounting, appraisal or actuarial experts and nothing in Guggenheim Securities’ opinion should not be construed as constituting advice with respect to such matters; accordingly, Guggenheim Securities relied on the assessments of Amedisys’ senior management and Amedisys’ other professional advisors with respect
 
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to such matters. Guggenheim Securities did not express any view or render any opinion regarding the tax consequences of the Merger to Amedisys or its securityholders.
Guggenheim Securities further assumed that:

In all respects meaningful to its analyses, (i) the final executed form of the Merger Agreement did not differ from the draft that Guggenheim Securities reviewed, (ii) Amedisys, Parent and Merger Sub will comply with all terms and provisions of the Merger Agreement and (iii) the representations and warranties of Amedisys, Parent and Merger Sub contained in the Merger Agreement were true and correct and all conditions to the obligations of each party to the Merger Agreement to consummate the Merger would be satisfied without any waiver, amendment or modification thereof.

The Merger will be consummated in a timely manner in accordance with the terms of the Merger Agreement and in compliance with all applicable legal and other requirements, without any delays, limitations, restrictions, conditions, divestiture or other requirements, waivers, amendments or modifications (regulatory, tax-related or otherwise) that would have an effect on Amedisys or the Merger in any way meaningful to Guggenheim Securities’ analyses or opinion.

Guggenheim Securities did not express any view or opinion as to (i) the prices at which the Amedisys Common Stock or other securities or financial instruments of or relating to Amedisys may trade or otherwise be transferable at any time, (ii) the potential effects of volatility in the credit, financial or equity markets on Amedisys, any such securities or other financial instruments, the Merger or the financing thereof or (iii) the impact of the Merger on the solvency or viability of Parent or Merger Sub or the ability of Parent or Merger Sub to pay their respective obligations when they come due.
Summary of Financial Analyses
Overview of Financial Analyses
This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to the Amedisys Board in connection with Guggenheim Securities’ rendering of its opinion. Such presentation to the Amedisys Board was supplemented by Guggenheim Securities’ oral discussion, the nature and substance of which may not be fully described herein, but none of which materially impacted the financial analyses performed by Guggenheim Securities.
Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.
The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.
In arriving at its opinion, Guggenheim Securities:

based its financial analyses on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors, all of which are beyond the control of Amedisys, Parent and Guggenheim Securities;

did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support its opinion;

considered the results of all of its financial analyses and did not attribute any particular weight to any one analysis or factor; and
 
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ultimately arrived at its opinion based on the results of all of its financial analyses assessed as a whole and believes that the totality of the factors considered and the various financial analyses performed by Guggenheim Securities in connection with its opinion operated collectively to support its determination as to the fairness, from a financial point of view and as of the date of such opinion, of the per share merger consideration, to the stockholders of Amedisys to the extent expressly specified in such opinion.
With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

Such financial analyses, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses.

None of the selected precedent merger and acquisition transactions used in the selected precedent merger and acquisition transactions analysis described below is identical or directly comparable to the Merger, and none of the selected publicly traded companies used in the selected publicly traded companies analysis described below is identical or directly comparable to Amedisys. However, such transactions and companies were selected by Guggenheim Securities, among other reasons, because they involved target companies or represented publicly traded companies which may be considered broadly similar, for purposes of Guggenheim Securities’ financial analyses, to Amedisys based on Guggenheim Securities’ familiarity with its sectors.

In any event, selected precedent merger and acquisition transactions analysis and selected publicly traded comparable companies analysis are not mathematical. Rather, such analyses involve complex considerations and judgments concerning the differences in business, financial, operating and capital markets-related characteristics and other factors regarding the selected precedent merger and acquisition transactions to which the Merger was compared and the selected publicly traded companies to which Amedisys was compared.

Such financial analyses do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future.
Certain Definitions
Throughout this section titled “The Merger — Opinion of Amedisys’ Financial Advisor — Summary of Financial Analyses,” the following financial terms are used in connection with Guggenheim Securities’ various financial analyses:

“CY” means calendar year.

“Adjusted EBITDA” or “Adj. EBITDA” means the relevant company’s operating earnings before interest, taxes, depreciation and amortization, shown after the deduction of stock-based compensation expense and non-controlling interest expense.

“EBITDA multiple” represents the relevant company’s enterprise value divided by its historical or projected Adjusted EBITDA or PF Adjusted EBITDA, as applicable.

“Enterprise value” represents the relevant company’s market capitalization plus (i) the principal or face amount of total debt and preferred stock and less (ii) cash, cash equivalents, short- and long-term marketable investments and certain other cash-like items.

“Last Closing Amedisys Share Price” means the closing price of shares of Amedisys Common Stock on June 23, 2023.

“PF Adjusted EBITDA” or “PF Adj. EBITDA” means, with respect to Amedisys, Amedisys’ EBITDA excluding the Personal Care segment which was divested at the end of the first quarter of 2023.

“Unaffected date” means May 2, 2023, the last date prior to the announcement that Amedisys had signed a merger agreement with Option Care Health.
 
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“Unlevered free cash flow” or “ULFCF” means the relevant company’s after-tax unlevered operating cash flow minus capital expenditures and after giving effect to positive or negative changes in net working capital.
Recap of Amedisys Stand-Alone Financial Analyses.
In evaluating Amedisys in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including discounted cash flow analysis, selected precedent M&A transactions and selected publicly traded comparable companies analyses. Solely for informational reference purposes, Guggenheim Securities also reviewed the Analyst Price Targets and 52 Week High/Low Stock Prices described below.
Recap of Amedisys Stand-Alone Financial Analyses
June 23, 2023 Closing Amedisys Share Price
$ 91.21
May 2, 2023 Closing Amedisys Share Price
$ 77.26
Per Share Merger Consideration
$ 101.00
Reference Range
for Amedisys
Valuation
Low
High
Financial Analyses
Discounted Cash Flow Analysis
$ 63.75 $ 103.25
Selected Precedent M&A Transactions
$ 71.00 $ 108.25
Selected Publicly Traded Companies Analyses:
2023E PF Adj. EBITDA
$ 77.00 $ 99.00
2024E PF Adj. EBITDA
$ 75.50 $ 90.25
For Informational Reference Purposes
May 2, 2023 Analyst Price Targets
$ 72.00 $ 130.00
June 23, 2023 Analyst Price Targets
$ 73.00 $ 115.00
52 Week High/Low Stock Prices
$ 69.37 $ 131.32
Amedisys Stand-Alone Financial Analyses
Discounted Cash Flow Analysis.   Guggenheim Securities performed a discounted cash flow analysis of Amedisys based on the forecasted unlevered free cash flows for Amedisys and a two-stage terminal value calculated using an estimate of an interim growth rate during a five-year period following the end of the projection horizon and a range of perpetual growth rates thereafter.
In performing its discounted cash flow analysis with respect to Amedisys:

Guggenheim Securities utilized the Amedisys-Provided Financial Projections as provided and approved for Guggenheim Securities’ use by Amedisys’ senior management.

Guggenheim Securities used a discount rate range of 8.25% – 10.50% based on its estimate of Amedisys’ weighted average cost of capital.

In estimating Amedisys’ two-stage terminal value, Guggenheim Securities used an interim growth rate of 5.5% for an interim growth period in the years 2028 – 2032 and a range of perpetual growth rates of Amedisys’ normalized after-tax unlevered free cash flow after the interim growth period of 2.00% – 3.00%. The two-stage terminal values implied by the foregoing interim growth rate estimate and perpetual growth rate rage were cross-checked for reasonableness by reference to Amedisys’ implied terminal year (2027) EV/EBITDA multiples.

Guggenheim Securities rounded share prices to the nearest $0.25.
 
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Guggenheim Securities’ discounted cash flow analysis for purposes of evaluating the Amedisys Common Stock resulted in an overall reference range of $63.75 – $103.25 per share of Amedisys Common Stock.
Selected Precedent Merger and Acquisition Transactions.   Guggenheim Securities reviewed and analyzed certain financial metrics associated with selected precedent merger and acquisition transactions in the home health and hospice sectors with publicly available data that were announced in or after September 2013 that Guggenheim Securities deemed relevant for purposes of this analysis. Guggenheim Securities calculated, among other things and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus estimates, each company’s most recent publicly available financial filings and certain other publicly available information). Guggenheim Securities selected a reference range of transaction multiples of 11.0x – 16.0x last twelve month PF Adjusted EBITDA (net of minority interests) and applied this range to Amedisys’ last twelve month (3/31) PF Adjusted EBITDA (net of minority interests) to calculate a reference range of implied Amedisys share prices of $71.00 – $108.25 per share of Amedisys Common Stock (rounded to the nearest $0.25 per share). The implied change-of-control transaction multiples calculated by Guggenheim Securities are summarized in the table below:
Announcement Date
Acquiror
Target
Multiple of Transaction Equity
Value to LTM EBITDA
(excluding non-controlling
interest)
Apr-22 Clayton, Dubilier & Rice LLC Kindred at Home
10.6x
Mar-22 UnitedHealth Group Incorporated LHC Group, Inc.
22.7x(1)
Dec-21 Aveanna Healthcare Comfort Care Home Health
13.8x
Apr-21 Humana Inc.
Kindred Healthcare, Inc.
12.5x(2)
Feb-21 BrightSpring Health Services Abode Healthcare
15.5x
Oct-20 H.I.G. Capital St. Croix Hospice
15.5x(3)
Oct-20 Thomas H. Lee Care Hospice
15.0x(4)
Apr-20 Amedisys, Inc. AseraCare Hospice
12.4x(5)
Oct-19 TowerBrook Capital Partners L.P. / Ascension Health Compassus
11.8x(3)
Oct-18 Amedisys, Inc. Compassionate Care Hospice Group, Inc.
10.7x
Apr-18 Humana Inc. / TPG Capital / Welsh, Carson, Anderson & Stowe Curo Health Services
14.0x(6)
Nov-17 LHC Group, Inc. Almost Family, Inc.
15.7x
Nov-14
HealthSouth Corporation
EHHI Holdings, Inc.
10.6x(7)
Oct-14
Kindred Healthcare, Inc.
Gentiva Health Services, Inc.
11.1x
Sep-13 Gentiva Health Services, Inc. Harden Healthcare Holdings, Inc.
11.1x
Statistical Summary
25th Percentile
11.1x
Median
12.5x
Mean
13.5x
 
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Announcement Date
Acquiror
Target
Multiple of Transaction Equity
Value to LTM EBITDA
(excluding non-controlling
interest)
75th Percentile
15.5x
(1)
Disclosed Amounts calendarized to Q1 2022.
(2)
Humana investor presentation materials stated an approximately $7.1bn purchase price (adjusted for value of its existing and initial stake) and an approximately 11.0x multiple to imply approximately $645mm of EBITDA.
(3)
Based on midpoint of EBITDA range provided on PE Hub.
(4)
Represents EBITDA underwritten by sponsors as part of the sale process according to PE Hub.
(5)
Assumes approximately 14% EBITDA margins on $117mm on revenue per Wall Street Research.
(6)
Represents the low end of the EBITDA range listed on PE Hub.
(7)
EBITDA multiple reflects publicly disclosed 2014E EBITDA.
Selected Publicly Traded Companies Analysis.   Guggenheim Securities reviewed and analyzed Amedisys’ historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for publicly traded companies in home and community based healthcare service providers sectors in order to provide context for a reference range of generally comparable public trading EV/Adj. EBITDA multiples. Guggenheim Securities calculated, among other things, various public market trading multiples for Amedisys and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates and each company’s most recent publicly available financial filings), which are summarized in the table below:
Amedisys Selected Publicly Traded Companies Analysis
Enterprise Value /
CY 2023E Adj. EBITDA
Enterprise Value /
CY 2024E Adj. EBITDA
Unaffected Amedisys(1)
Amedisys-Provided Financial Information
12.0x 11.7x
Wall Street Equity Research Consensus Estimates
12.8x 11.4x
Other Home and Community Based Services Providers(2)
Addus Homecare Corporation
15.2x 13.9x
Aveanna Healthcare Holdings Inc.
15.8x 14.2x
Chemed Corporation
18.5x 17.1x
Enhabit, Inc.
10.2x 9.7x
ModivCare, Inc. 
7.4x 6.6x
Statistical Summary for Other Home and Community Based Services Providers
Median
15.2x 13.9x
(1)
Unaffected date is May 2, 2023, the last date prior to the announcement that it had signed a merger agreement with Option Care Health. Amedisys multiples utilize PF Adj. EBITDA reflecting the divestiture of Amedisys’ Personal Care segment. Wall Street equity research consensus estimates for Amedisys are from FactSet as of May 2, 2023.
(2)
Other Home and Community Based Services Providers multiples derived from Wall Street equity research consensus estimates and historical filings per FactSet as of June 23, 2023.
In performing its selected publicly traded companies analysis with respect to Amedisys, Guggenheim Securities selected a reference range of CY 2023E Adjusted EBITDA multiples of 12.0x – 15.0x and a reference range of CY 2024E Adjusted EBITDA multiples of 11.5x – 13.5x. Guggenheim Securities’ selected
 
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publicly traded companies analysis resulted in an overall reference range (rounded to the nearest $0.25 per share) for purposes of evaluating the Amedisys Common Stock on a stand-alone public market trading basis of $77.00 – $99.00 per share of Amedisys Common Stock based on Amedisys’ CY 2023E PF Adjusted EBITDA from the Amedisys-Provided Financial Projections and $75.50 – $90.25 per share of Amedisys Common Stock based on Amedisys’ CY 2024E PF Adjusted EBITDA from the Amedisys-Provided Financial Projections.
Other Financial Reviews for Reference Information Purposes
In order to provide certain context for the financial analyses of Amedisys in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below solely for informational reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.
Analyst Stock Price Targets.   Guggenheim Securities reviewed fifteen selected Wall Street equity research analyst stock price targets for Amedisys that were published during February, March and April of 2023. Guggenheim Securities noted that such Wall Street equity research analyst stock price targets for Amedisys Common Stock were between $72.00 – $130.00 per share, with a median stock price target of $107.00. Guggenheim Securities also reviewed stock price targets for Amedisys from the same Wall Street equity research analysts that were published after May 2, 2023 (the date of the public announcement of the signing of the merger agreement between Amedisys and Option Care Health) and prior to June 23, 2023. Guggenheim Securities noted that three of these Wall Street equity research analysis did not publish a stock price target for Amedisys during this period and that the remaining twelve Wall Street equity research analysts stock price targets for Amedisys Common Stock published during this period were between $73.00 – $115.00 per share, with a median stock price target of $97.00.
52-Week High/Low Stock Prices.   Guggenheim Securities reviewed Amedisys’ stock price trading history over the last twelve months preceding the June 23, 2023. Guggenheim Securities noted that the lowest trading price was $69.37 on March 23, 2023, and the highest trading price was $131.32 on July 22, 2022.
Other Considerations
Except as described in the summary above, Amedisys did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses, or providing its opinion. The type and amount of consideration payable in the Merger were determined through negotiations between Amedisys and Parent and were approved by the Amedisys Board. The decision to enter into the Merger Agreement was solely that of the Amedisys Board. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by the Amedisys Board. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of the Amedisys Board with respect to the fairness, from a financial point of view of the per share merger consideration to the stockholders of Amedisys.
Pursuant to the terms of Guggenheim Securities’ engagement, Amedisys has agreed to pay Guggenheim Securities an estimated cash transaction fee of approximately $37 million. In connection with Guggenheim Securities’ engagement, Amedisys has previously paid Guggenheim Securities cash opinion fees of $8 million in the aggregate which will be credited against the foregoing cash transaction fee. In addition, Amedisys has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.
Aside from its current engagement by Amedisys, Guggenheim Securities has not previously been engaged during the past two years by Amedisys, nor has Guggenheim Securities been previously engaged during the past two years by Parent, to provide any financial advisory or investment banking services for which Guggenheim Securities received fees. Guggenheim Securities may seek to provide Amedisys and Parent and their respective affiliates with financial advisory and investment banking services unrelated to the Merger in the future, for which services Guggenheim Securities would expect to receive compensation.
 
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Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to Amedisys, Parent, Option Care Health, other participants in the Merger and their respective affiliates, for which services Guggenheim Securities and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities and derivative products of or relating to Amedisys, Parent, Option Care Health, other participants in the Merger and their respective affiliates. Furthermore, Guggenheim Securities and its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in Amedisys, Parent, Option Care Health and other participants in the Merger and their respective affiliates.
Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Amedisys, Parent, Option Care Health, other participants in the Merger and their respective affiliates and the Merger that differ from the views of Guggenheim Securities’ investment banking personnel.
Certain Amedisys Unaudited Prospective Financial Information
Amedisys does not generally publicly disclose its long-term business plans or its financial projections as to future performance, revenues, production, earnings or other results due to a variety of risks and uncertainties that could cause actual results to differ materially from such estimates, due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates other than providing, from time to time annual financial guidance for the then current year in its regular earnings press releases and other investor materials.
In the ordinary course of business, Amedisys senior management prepares an annual plan, which is periodically updated and reviewed with the Amedisys Board, that reflects Amedisys management’s financial and business outlook for Amedisys generally over a one-year period. As part of Amedisys’ annual business review, Amedisys senior management prepared and provided to the Amedisys Board Amedisys’ financial plan for the 2023 fiscal year, which we refer to as the “Amedisys 2023 budget”. On June 5, 2023, Amedisys shared the Amedisys 2023 budget with representatives of Parent.
Amedisys senior management, with the assistance of its advisors also prepared a five-year long range business plan for the years ending December 31, 2023 through December 31, 2027, on a stand-alone basis, assuming Amedisys would continue as an independent company, without giving effect to the OPCH Merger or the Merger (the “Amedisys March long-range plan”). The Amedisys March long-range plan was provided to the Amedisys Board, but not Parent nor Parent’s representatives, in connection with its evaluation of the Merger, and to Guggenheim Securities, Amedisys’ financial advisor in March 2023 (as more fully described in the section titled “The Merger — Background of the Merger” beginning on page 37 of this proxy statement). The Amedisys Board, but not Parent nor its representatives, also received high case and low case sensitivities to the Amedisys March long-range plan based on different assumptions as to (i) rate adjustments, (ii) admissions growth, (iii) costs per visit/day, (iv) revenue growth and (v) corporate SG&A.
On April 28, 2023, after consulting with the SEC given the unique nature of Amedisys’ Contessa risk-based palliative contract, Amedisys updated its approach regarding the recognition of revenue related to that contract. This update only resulted in changes to Amedisys’ projected revenue and cost of service and did not impact projected EBITDA or earnings for Amedisys. Following this update, members of Amedisys senior management revised the Amedisys March long-range plan to update the accounting treatment of the risk-based palliative contract and to concurrently update the Amedisys March long-range plan to reflect Amedisys’ actual year-to-date performance results, which we collectively refer to as the “Amedisys long-range plan” and provided the Amedisys long-range plan to the Amedisys Board in connection with its
 
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evaluation of the Merger and to Guggenheim Securities in connection with their financial analysis described above in the section titled “The Merger — Opinion of Amedisys’ Financial Advisor” beginning on page 61 of this proxy statement. On June 5, 2023, Amedisys shared the Amedisys long-range plan with representatives of Parent.
Amedisys directed Guggenheim Securities to use and rely upon, for purposes of its financial analysis and fairness opinion, the Amedisys long-range plan (as more fully described in the section titled “The Merger — Opinion of Amedisys’ Financial Advisor” beginning on page 61 of this proxy statement). The Amedisys March long-range plan and the Amedisys long-range plan are collectively referred to as the “Amedisys financial projections”.
The Amedisys financial projections were prepared treating Amedisys on a standalone basis, without giving effect to the proposed transaction or to the proposed transaction contemplated under the OPCH Merger Agreement, including any impact of the negotiation or execution of the proposed Merger or the proposed OPCH Merger, the expenses that may be incurred in connection with the proposed Merger or the consummation thereof and any expenses incurred in connection with the OPCH Merger, including the OPCH Termination Fee, the potential synergies that may be achieved as a result of the proposed Merger or the OPCH Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement or the OPCH Merger Agreement having been executed or in anticipation of the proposed Merger or the OPCH Merger, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions which would likely have been taken if the Merger Agreement or the OPCH Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger or the OPCH Merger.
A summary of the Amedisys financial projections is being included in this proxy statement to give Amedisys stockholders access to certain non-public information provided to the Amedisys Board and Amedisys’ financial advisor and to representatives of Parent. The summary of the Amedisys financial projections discussed herein is not being included in this proxy statement to influence your decisions whether to vote for or against the Amedisys Merger Proposal, but is being included because the projections by Amedisys were provided to Amedisys’ financial advisor for use in its financial analysis and to the Amedisys Board for purposes of considering and evaluating the Merger.
The Amedisys financial projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Amedisys financial projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Amedisys’ senior management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, trends in home health care industry, the regulatory environment, competition, and the risks discussed in this proxy statement under the sections entitled “Cautionary Statement Regarding Forward- Looking Statements” beginning on page 25 of this proxy statement. See also “Where You Can Find More Information” beginning on page 124 of this proxy statement. The Amedisys financial projections also reflect assumptions as to certain business decisions that are subject to change. Because the Amedisys financial projections were developed for Amedisys on a standalone basis without giving effect to the Merger or the OPCH Merger, they do not reflect any divestitures or other restrictions that, in each case, may be imposed in connection with receipt of any necessary governmental or regulatory approvals or synergies that may be realized as a result of the Merger or any changes to Amedisys’ operations or strategy that may be implemented after completion of the transaction. There can be no assurance that the Amedisys financial projections will be realized, and actual results may differ materially or adversely from those shown. Generally, the Amedisys financial projections cover multiple years and such projections, by their nature, become less predictable and more unreliable with each successive year.
All of the Amedisys financial projections are “forward looking statements” and, although Amedisys’ senior management believes there is a reasonable basis for the Amedisys financial projections, Amedisys cautions stockholders that actual future results may differ materially or adversely from the forecasted financial information discussed in this proxy statement. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified herein and the cautionary statements contained in Amedisys’ Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports and Current Reports on Form 10-Q and Form 8-K. Please carefully consider the
 
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discussions in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 25 of this proxy statement as well as the information contained under the caption “Risk Factors” in Amedisys’ most recent Form 10-K and Form 10-Q filed with the SEC. See also “Where You Can Find Additional Information” beginning on page 124 of this proxy statement.
The Amedisys financial projections include certain non-GAAP financial measures, and they were presented because Amedisys’ senior management believed they could be useful indicators of the projected future operating performance of Amedisys. Amedisys prepared the Amedisys financial projections on a non-GAAP basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Amedisys may not be comparable to similarly titled amounts used by other companies. The SEC rules, which otherwise would require a reconciliation of an adjusted financial measure to a GAAP financial measure, do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed transaction such as the Merger if the disclosure is included in a document such as this proxy statement. Reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Amedisys Board or Amedisys’ financial advisor in connection with their respective evaluations of the Merger. Accordingly, Amedisys has not provided a reconciliation of the non-GAAP financial measures included in the projections by Amedisys to the relevant GAAP financial measures.
In addition, the Amedisys financial projections were prepared for Amedisys’ internal use. The Amedisys financial projections were not prepared with a view towards public disclosure or with a view toward complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of forecasted financial information, but, in the view of Amedisys’ senior management, were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Amedisys on a standalone basis as described above. However, this information is not fact and should not be relied upon as necessarily indicative of future results. Accordingly, there can be no assurance that the Amedisys financial projections will be realized or the future financial results of Amedisys will not vary materially from the Amedisys financial projections.
None of Amedisys or any of its affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the Amedisys financial projections accompanying this proxy statement and none of them undertakes any obligation to update, or otherwise revise or reconcile the projections by Amedisys to reflect circumstances existing after the date that the Amedisys financial projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections by Amedisys is shown to be in error. Except as required by applicable securities laws, Amedisys does not intend to make publicly available any update or other revision to the Amedisys financial projections.
None of Amedisys or its affiliates, advisors, officers, directors or other representatives has made or makes any representation to any Amedisys stockholder or other person regarding the ultimate performance of Amedisys compared to the information contained in the projections by Amedisys in this proxy statement or that forecasted results will be achieved. Amedisys has made no representation to Parent in the Merger Agreement or otherwise, concerning the Amedisys financial projections. The inclusion of the Amedisys financial projections herein should not be deemed an admission or representation by Amedisys, its advisors or other representatives or any other person that it is viewed as material information of Amedisys or be relied upon or regarded as an indication that any of the foregoing considered, or now considers, the Amedisys financial projections to be an assurance of the achievement of future results or an accurate prediction of future results, particularly in light of the inherent risks and uncertainties associated with such forecasts. As a result, the Amedisys financial projections discussed in this proxy statement should not be relied on as necessarily predictive of actual future events.
Neither KPMG LLP nor any other independent accountant has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Amedisys financial projections nor have they expressed any opinion or any other form of assurance on such Amedisys financial projections included in this proxy statement or its achievability, and assume no responsibility for, and disclaim any association with, the
 
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unaudited Amedisys financial projections included in this document. KPMG LLP’s report included in or incorporated by reference in this document relate to previously issued financial statements. They do not extend to the accompanying prospective financial information and should not be read to do so.
In light of the foregoing factors, the uncertainties inherent in the projections by Amedisys, and the fact that the Amedisys Special Meeting will be held several months after the Amedisys financial projections were prepared, Amedisys’ stockholders are cautioned not to rely on the Amedisys financial projections and all Amedisys stockholders are encouraged to review Amedisys’ most recent SEC filings for a description of Amedisys’ reported financial results.
Subject to the foregoing qualifications, the following tables reflect selected metrics included in the Amedisys financial projections:
Amedisys March Long-Range Plan(1)
For Fiscal Year Ending December 31,
(dollars in millions)
2023E
2024E
2025E
2026E
2027E
Revenue
$ 2,291 $ 2,481 $ 2,759 $ 3,157 $ 3,576
Adjusted EBITDA(2)
$ 239 $ 249 $ 272 $ 295 $ 318
EBIT(3) $ 216 $ 232 $ 254 $ 278 $ 300
NOPAT(4) $ 158 $ 169 $ 185 $ 203 $ 219
Free Cash Flow(5)
$ 159 $ 187 $ 180 $ 183 $ 199
Amedisys Long-Range Plan(1)
For Fiscal Year Ending December 31,
(dollars in millions)
Q2-Q4
2023E
2024E
2025E
2026E
2027E
Revenue
$ 1,729 $ 2,435 $ 2,628 $ 2,845 $ 3,086
Adjusted EBITDA(2)
$ 187 $ 249 $ 272 $ 295 $ 318
EBIT(3) $ 170 $ 232 $ 254 $ 278 $ 300
NOPAT(4) $ 124 $ 169 $ 185 $ 203 $ 219
Free Cash Flow(5)
$ 147 $ 163 $ 172 $ 185 $ 198
(1)
Projected cash flow items reflect the divestiture of the personal care segment at the end of Q1 2023.
(2)
Non-GAAP Financial Measure. “Adjusted EBITDA” is defined as the relevant company’s operating earnings before interest, taxes, depreciation and amortization, shown after the deduction of stock-based compensation expense and non-controlling interest expense.
(3)
Non-GAAP Financial Measure. “EBIT” is defined as EBITDA less depreciation and amortization.
(4)
Non-GAAP Financial Measure. “Net Operating Profit After Tax” is defined as EBIT less cash taxes.
(5)
Non-GAAP Financial Measure. “Free Cash Flow” is defined as the relevant company’s Net Operating Profit After Tax plus depreciation and amortization minus capital expenditures after giving effect to positive or negative changes in net working capital.
Closing and Effective Time of the Merger
The closing of the Merger will take place on the third business day after satisfaction or (to the extent permitted by applicable law) waiver of the conditions to closing (described in the section entitled “The Merger Agreement — Conditions to the Consummation of the Merger”) other than those conditions that by their terms are to be fulfilled at the closing, but subject to the fulfillment or (to the extent permitted by applicable law) waiver of such conditions, or such other date as may be agreed upon in writing by Amedisys, Parent and Merger Sub.
 
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As soon as practicable on the closing date, Amedisys, Parent and Merger Sub will cause a duly executed and completed certificate of merger relating to the Merger to be to be filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger will become effective at such time as the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Amedisys and Parent and specified in the certificate of merger in accordance with the DGCL (the “Effective Time”).
Parent and Amedisys currently expect the Merger to close in 2024 and are working to complete the Merger on this timeline. However, it is possible that factors outside the control of the parties to the Merger Agreement could result in the Merger being completed at a different time, or not at all.
Financing of the Merger
The consummation of the Merger is not subject to any financing conditions. Parent has represented to Amedisys in the Merger Agreement that, as of the closing of the Merger, it will have available to it, or will cause Merger Sub to have available to it, funds sufficient to consummate the transactions contemplated by the Merger Agreement.
Material U.S. Federal Income Tax Consequences
The exchange of Amedisys Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws. In general, for such purposes, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger in exchange for shares of Amedisys Common Stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. holder receives pursuant to the Merger with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Regulatory Approvals and Related Matters
Department of Justice, Federal Trade Commission and Other U.S. Antitrust Authorities
The obligations of Parent and Amedisys to consummate the Merger are subject to, among other conditions, the expiration or earlier termination of any waiting period (and any extension thereof) under the HSR Act.
Under the HSR Act, certain transactions, including the Merger, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a notification and report form with the Antitrust Division of the United States Department of Justice (which we refer to as the “Antitrust Division”) and the Federal Trade Commission (which we refer to as the “FTC”). A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective notification and report forms. If the Antitrust Division or the FTC issues a Request for Additional Information and Documentary Material (a “Second Request”) prior to the expiration of this initial 30-calendar-day waiting period, the transaction cannot close until the parties observe a second 30-calendar-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless such second waiting period is terminated earlier. The parties filed their respective notification and report forms pursuant to the HSR Act on July 5, 2023. Unless extended or earlier terminated, the 30-calendar-day waiting period under the HSR Act will expire on August 4, 2023.
At any time before the Effective Time, notwithstanding the expiration or termination of the waiting period applicable to the transactions contemplated by the Merger Agreement under the HSR Act, the FTC or the Antitrust Division of the Department of Justice, or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest with respect to the Merger, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally approve the Merger upon
 
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the divestiture of substantial assets, or to impose restrictions on the operations of Amedisys or Parent following the completion of the Merger. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There can be no assurance that the Merger will not be challenged on antitrust grounds or, if such a challenge is made, that the challenge will not be successful.
Subject to the terms and conditions set forth in the Merger Agreement, Amedisys and Parent have agreed to cooperate with each other and use (and to cause their respective subsidiaries to use) their respective reasonable best efforts to consummate the transactions contemplated by the Merger Agreement and cause the conditions to the Merger to be satisfied as promptly as reasonably practicable (and in any event prior to the Outside Date), including by using their respective reasonable best efforts to accomplish the following (in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger) as promptly as reasonably practicable (and in any event prior to the Outside Date): (i) obtain all actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and other confirmations from any governmental entity or other person that are necessary, proper or advisable; (ii) prepare and make all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with governmental entities) that are necessary, proper or advisable; (iii) take all step that are necessary, proper or advisable to obtain an approval from, or to avoid an action by, any governmental entity or other person; (iv) defend any lawsuits or other actions, whether judicial or administrative, challenging the Merger Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger, including seeking to have any stay, temporary restraining order or preliminary or permanent injunction or other order, decree, decision, determination or judgment of any kind entered by any court or other governmental entity vacated, modified, reversed, suspended, eliminated or removed; and (v) execute and deliver any additional instruments that are reasonably necessary, proper or advisable to carry out fully the purposes of the Merger Agreement.
However, Parent and its subsidiaries will not be required to proffer or agree to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action that is, or would reasonably be expected to result in a “Burdensome Condition” ​(as defined in the Merger Agreement), including a requirement of Parent, Amedisys or any of their respective subsidiaries to divest assets generating greater than $333 million in annual revenue from third parties, any term or terms that would reasonably be expected to result in a material adverse effect on the business, operations, financial condition or results of operations of Amedisys and its subsidiaries or Parent and its subsidiaries, in each case, taken as a whole or that would reasonably be expected to require either party or their affiliates to obtain approval, including prior approval, from a governmental entity, to submit a notification to a governmental entity or to appoint a monitor with respect to consummating any future transactions.
Furthermore, if reasonably requested by Parent (or as identified by the parties as reasonably likely to be necessary to permit) the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other consent under any other applicable antitrust law, Amedisys is required to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any assets, operations, rights, product lines, licenses, businesses or interests therein of Amedisys and its subsidiaries, and take such action or actions (each “a Potential Sale Transaction”) that would in the aggregate have a similar effect; provided, however, that Potential Sale Transaction is conditioned on the occurrence of, and shall become effective only from and after, the closing. To the extent requested by Parent, Amedisys and its subsidiaries are also required to cooperate with Parent to facilitate a Potential Sale Transaction, including by taking certain actions specified in the Merger Agreement.
State Regulatory Approvals
Pursuant to health care laws and regulations of certain states, and pursuant to certain licenses of certain of Amedisys’ and Parent’s subsidiaries, applicable state regulatory and governmental authorities must approve, or be notified of, Parent’s acquisition of control of Amedisys’ regulated businesses or entities, including the required state regulatory approvals on which completion of the Merger is conditioned under the Merger Agreement. To obtain these approvals and provide such notices, Amedisys, or the applicable Amedisys subsidiary, and in some instances Parent, or the applicable Parent regulated entity, as the case
 
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may be, have filed or will file notices, applications and other statements, as required by any applicable healthcare laws and regulations of each applicable state or applicable regulated entities’ licenses.
Other Governmental Approvals
Amedisys is not aware of any material governmental approvals or actions that are required for completion of the Merger other than those described above. It is presently contemplated that if any such additional material governmental approvals or actions are required, those approvals or actions will be sought.
Litigation Related to the Merger
After the filing of the OPCH Preliminary Registration Statement, but prior to the OPCH Preliminary Registration Statement being withdrawn by Option Care Health, Amedisys received demand letters from four purported stockholders alleging that the OPCH Preliminary Registration Statement omitted material information that rendered it misleading or incomplete in violation of federal securities laws and the Amedisys Board breached their fiduciary duties. The demand letters demand corrective disclosure to the OPCH Preliminary Registration Statement. Amedisys believes the claims asserted in the demand letters are meritless. Amedisys has also received a demand from a purported stockholder in connection with the OPCH Preliminary Registration Statement seeking to inspect certain Amedisys corporate books and records under Section 220 of the DGCL.
Delisting and Deregistration of Amedisys Common Stock
If the Merger is completed, Amedisys Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, following which Amedisys will no longer be required to file periodic reports with the SEC with respect to Amedisys Common Stock.
 
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THE MERGER AGREEMENT
The following is a summary of the material terms and conditions of the Merger Agreement. This summary may not contain all the information about the Merger Agreement that is important to you. This summary set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement attached as Annex A to, and incorporated by reference into, this proxy statement. You are encouraged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger.
Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement
The Merger Agreement and the summary of its terms and conditions in this proxy statement have been included to provide information about the material terms and conditions of the Merger Agreement. The summary and information in the Merger Agreement are not intended to provide any other public disclosure of factual information about Amedisys, Parent, or any of their respective subsidiaries or affiliates. The representations, warranties, covenants and agreements contained in the Merger Agreement are made by Parent, Amedisys and Merger Sub only for the purposes of the Merger Agreement and are qualified and subject to certain limitations and exceptions agreed to by Parent, Amedisys and Merger Sub in connection with negotiating the terms of the Merger Agreement, including being qualified by reference to confidential disclosures. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement and were negotiated for the purpose of allocating contractual risk among the parties to the Merger Agreement rather than to establish matters as facts. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders and reports and documents filed with the SEC, including being qualified by reference to confidential disclosures. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement.
For the foregoing reasons, the representations, warranties, covenants and agreements and any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of Parent, Amedisys, Merger Sub or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.
Structure of the Merger
At the Effective Time, Merger Sub will be merged with and into Amedisys, the separate corporate existence of Merger Sub will cease, and Amedisys will continue as the surviving corporation (which we refer to as the “Surviving Corporation”) and as a wholly owned subsidiary of Parent. The Surviving Corporation will continue to exist under the laws of the State of Delaware. At the Effective Time and by virtue of the Merger, Amedisys’ charter in effect immediately prior to the Effective Time will be amended and restated in its entirety to be the certificate of incorporation of the Surviving Corporation in the form attached to the Merger Agreement as Exhibit A and the Merger Sub bylaws in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation, except that references to Merger Sub’s name will be replaced with references to the Surviving Corporation’s name until duly amended in accordance with the DGCL and such bylaws.
Consummation and Effectiveness of the Merger
The closing of the Merger is required to take place on the third business day after satisfaction or (to the extent permitted by applicable law) waiver of the conditions to closing (other than those conditions that by their terms are to be fulfilled at the closing, but subject to the fulfillment or (to the extent permitted by applicable law) waiver of such conditions), or such other date as may be mutually agreed upon in writing by Amedisys, Parent and Merger Sub. The Merger will become effective at the time the certificate of merger for the Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as agreed by Parent and Amedisys and specified in the certificate of merger.
 
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Merger Consideration
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger: (i) each share of Amedisys Common Stock held in treasury by Amedisys or owned by Parent or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of Amedisys Common Stock, other than any cancelled shares, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $101 per share in cash, without interest (the “per share merger consideration” and the total amount to be paid, the “Merger Consideration”), less any applicable withholding taxes. Stockholders who have properly made and not validly withdrawn or lost a demand for appraisal rights with respect to their shares of Amedisys Common Stock pursuant to Section 262 of the DGCL will only be entitled to receive the payment provided by such appraisal and will cease to have any rights with respect to their shares.
Appraisal Rights
No dissenting Amedisys stockholder will be entitled to receive the per share merger consideration contemplated above with respect to the their dissenting shares of Amedisys Common Stock. Each dissenting Amedisys stockholder will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to their dissenting shares of Amedisys Common Stock and such dissenting Amedisys stockholder shall cease to have any other rights with respect to such shares. Notwithstanding the foregoing, if any holders of dissenting shares of Amedisys Common Stock lose their status as such with respect to such shares (through failure to perfect, waiver, effective withdrawal or otherwise), then, as of the later of the Effective Time or the date of loss of such status, each such shares of Amedisys Common Stock will automatically be converted into or will be deemed to have been, as of the Effective Time, converted into, as applicable, and will represent only the right to receive, the per share merger consideration, after the surrender of the Amedisys certificate(s) or book-entry shares, as applicable, representing such dissenting shares of Amedisys Common Stock.
Procedures for Surrendering Amedisys Stock Certificates
Prior to the closing, Parent is required to enter into a customary paying agent agreement with a paying agent that is the transfer agent of Parent, the transfer agent of Amedisys or another nationally recognized financial institution or trust company designated by Parent and reasonably acceptable to Amedisys, for the payment and delivery of the Merger Consideration. Prior to or substantially concurrently with the Effective Time, Parent is required to deposit or cause to be deposited with the paying agent an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the paying agent to making payments in respect of the outstanding shares of Amedisys Common Stock.
Pursuant to the paying agent agreement, the paying agent will invest these funds, if and as directed by Parent; provided, however, that any investment will be in obligations of or guaranteed as to principal and interest by the U.S. government in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Financial Services, LLC, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investment (if any) in excess of the amounts payable under the Merger Agreement will be promptly returned to Parent or the Surviving Corporation, as determined by Parent in accordance with the terms and conditions of the paying agent agreement. If the funds are inadequate to pay the amounts payable under the Merger Agreement, Parent will promptly provide additional funds to the paying agent sufficient to satisfy all such payments.
As promptly as practicable following the Effective Time, and in no event later than the fourth business day thereafter, Parent will cause the paying agent to mail a letter of transmittal to each holder of record of a certificate (an “Amedisys Certificate”) that immediately prior to the completion of the Merger represented outstanding shares of Amedisys Common Stock. The letter of transmittal will specify that delivery of
 
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Amedisys Certificates will be effected and risk of loss and title to such Amedisys Certificates will pass only upon proper delivery of such Amedisys Certificates (or affidavits of loss in lieu of such certificates) to the paying agent and will be in the form and have such other provisions as are reasonably acceptable to Parent and Amedisys. The letter of transmittal will be accompanied by instructions (in the form and having such provisions as are reasonably acceptable to Parent and Amedisys) for use in effecting the surrender of the Amedisys Certificates in exchange for the right to receive the per share merger consideration of $101 in cash, without interest (subject to adjustments in the event of any stock split or similar change to the number or type of shares of Amedisys Common Stock outstanding prior to the Effective Time as a result of specified events, as specified in the Merger Agreement). Upon surrender of an Amedisys Certificate (or affidavit of loss in lieu thereof) for cancellation to the paying agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Amedisys Certificate will be entitled to receive the per share merger consideration.
No holder of record of a book-entry share (an “Amedisys Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Amedisys Common Stock will be required to deliver an Amedisys Certificate or letter of transmittal or surrender such Amedisys Book-Entry Shares to the paying agent, and in lieu thereof, upon receipt of an “agent’s message” by the paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request), the holder of such Amedisys Book-Entry Share shall be entitled, upon or following the Effective Time, to receive in exchange therefor the per share merger consideration. With respect to Amedisys Book-Entry Shares held directly or indirectly through the Depository Trust Company (“DTC”), Parent and Amedisys will cooperate to establish procedures to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time and in any event on the closing date, upon surrender of such Amedisys Book-Entry Shares, the per share merger consideration. No interest will be paid or will accrue for the benefit of holders of the Amedisys Certificates or Amedisys Book-Entry Shares on the Merger Consideration or any cash payable pursuant to the Merger Agreement.
As of the Effective Time, shares of Amedisys Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist. As of the Effective Time, each holder of an Amedisys Certificate or Amedisys Book-Entry Share representing any shares of Amedisys Common Stock will cease to have any rights with respect thereto, except the right to receive the per share merger consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.
Each of Amedisys, Parent, Merger Sub, the Surviving Corporation and the paying agent will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement to any person such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any provision of applicable law. Any amounts so withheld will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.
Treatment of Amedisys Equity Awards
Amedisys RSUs
At the Effective Time, each outstanding Amedisys RSU Award will be converted into a Converted RSU Award with the same terms and conditions that applied to the Amedisys RSU Award, adjusted so that the number of shares of Parent common stock underlying the Converted RSU Award equals (1) the number of shares of Amedisys Common Stock subject to the Amedisys RSU Award immediately prior to the Effective Time, multiplied by (2) the Equity Award Exchange Ratio, rounded to the nearest whole number of shares of Parent common stock. Each Converted RSU Award will have the same terms and conditions (including any double-trigger protections) that applied to the corresponding Amedisys RSU Award immediately prior to the Effective Time (other than any other terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or other immaterial administrative or ministerial changes).
 
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Amedisys PSUs
At the Effective Time, each outstanding Amedisys PSU Award will be converted into a Converted PSU Award with the same terms and conditions that applied to the Amedisys PSU Award (other than performance-based vesting conditions), adjusted so that that the number of shares of Parent common stock underlying the Converted PSU Award equals (1) the number of shares of Amedisys Common Stock subject to such Amedisys PSU Award immediately prior to the Effective Time multiplied by (2) the Equity Award Exchange Ratio, assuming achievement at target performance with respect to any Amedisys PSU Award for which the level of performance-vesting has not yet been determined, rounded to the nearest whole number of shares of Parent common stock. Each Converted PSU Award will have the same terms and conditions (including any double-trigger protections but excluding any performance-based vesting conditions) that applied to the corresponding Amedisys PSU Award immediately prior to the Effective Time (other than any other terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or other immaterial administrative or ministerial changes).
Amedisys Options
At the Effective Time, each outstanding Amedisys Option Award will be converted into a Converted Option Award with the same terms and conditions that applied to the Amedisys Option Award, adjusted so that the number of shares of Parent common stock underlying the Converted Option Award equals (1) the number of shares of Amedisys Common Stock subject to the Amedisys Option Award immediately prior to the Effective Time, multiplied by (2) the Equity Award Exchange Ratio, rounded down to the nearest whole number of shares of Parent common stock. A Converted Option Award will have an exercise price per share equal to (1) the exercise price per share of the equivalent Amedisys Option Award immediately prior to the Effective Time divided by (2) the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Each Converted Option Award will have the same terms and conditions (including any double-trigger protections) that applied to the corresponding Amedisys Option Award immediately prior to the Effective Time (other than any other terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or other immaterial administrative or ministerial changes).
Amedisys Director RSUs
At the Effective Time, each Director RSU Award outstanding as of immediately prior to the Effective Time shall be cancelled and only entitle such holder to receive (without interest) an amount in cash equal to the product of (1) the number of shares of Amedisys Common Stock subject to such Director RSU Award immediately prior to the Effective Time and (2) the per share merger consideration.
Amedisys Employee Stock Purchase Plan
With respect to the Amedisys ESPP, the Amedisys Board or the appropriate committee thereof will terminate the Amedisys ESPP immediately prior to the Effective Time, and, as soon as practicable after the date of the Merger Agreement, will take necessary action to ensure that (i) participation following the date of the Merger Agreement will be limited to those employees who participate on the date of the Merger Agreement, (ii) except to the extent necessary to maintain the status of the Amedisys ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code, participants may not increase their payroll deductions or purchase elections from those in effect on the date of the Merger Agreement, (iii) no offering period will be commenced after the date of the Merger Agreement and (iv) each participant’s outstanding rights to purchase shares of Amedisys Common Stock under the Amedisys ESPP will automatically be exercised on the day immediately prior to the day on which the Effective Time occurs (if not earlier terminated pursuant to the terms of the Amedisys ESPP), and the resulting shares of Amedisys Common Stock will be converted to the right to receive the per share merger consideration in accordance with the Merger Agreement.
Conditions to the Consummation of the Merger
Mutual Conditions
The respective obligations of Parent and Amedisys to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver (to the extent permitted by applicable law) by Parent and Amedisys of the following conditions:
 
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receipt of the Amedisys Stockholder Approval;

the expiration or termination of any waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Merger;

the receipt of the required state regulatory approvals; and

the absence of any order issued or entered, or any law enacted or promulgated, after the date of the Merger Agreement by any governmental body enjoining, or otherwise prohibiting the consummation of the Merger.
Additional Conditions
In addition, Parent’s and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement, including the Merger, are subject to the satisfaction or waiver by Parent (to the extent permitted by applicable law) of the following conditions:

certain representations and warranties Amedisys made in the Merger Agreement regarding corporate organization, corporate standing and corporate power, authority and non-contravention, existing agreements with respect to Amedisys’ securities, stockholder rights plans, subsidiaries, required vote to approve the transactions, the opinion of the financial advisor to Amedisys, broker’s fees and termination of the OPCH Merger Agreement (i) that are qualified by “materiality” or “Material Adverse Effect” being true and correct, as of the closing date, as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the Merger Agreement (in which case as of such date)) and (ii) that are not qualified by “materiality” or “Material Adverse Effect” being true and correct in all material respects as of the closing date, as if made on the closing date (except to the extent such representations and warranties expressly relate to a specific date of the date of the Merger Agreement (in which case as of such date));

certain representations and warranties Amedisys made in the Merger Agreement regarding capitalization and no other Amedisys equity securities being true and correct as of the closing date as if made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the Merger Agreement (in which case as of such date)), except for any de minimis inaccuracies;

certain representations and warranties Amedisys made in the Merger Agreement regarding the absence of a Material Adverse Effect on Amedisys being true and correct as of the closing date as if made on the closing date;

all other representations and warranties Amedisys made in the Merger Agreement (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) being true and correct as of the closing date as if made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the Merger Agreement (in which case as of such date)), except where any failure of any such representation and warranty to be true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Amedisys;

performance by Amedisys in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date;

the delivery by Amedisys to Parent of a certificate duly executed by an authorized officer of Amedisys, to the effect that the conditions in the five preceding bullet points have been satisfied; and

the expiration or termination of any waiting period (and any extension thereof) under all antitrust laws applicable to the consummation of the transactions contemplated by the Merger Agreement is done so without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that would reasonably be expected to result in a “Burdensome Condition.”
Under the Merger Agreement, a “Burdensome Condition” means any term, condition, obligation,
 
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requirement, limitation, prohibition, remedy, sanction or other action imposed upon Parent, Amedisys or any of their respective subsidiaries in connection with effecting the expiration of any waiting period (and any extension thereof) under any antitrust laws applicable to the consummation of the transactions contemplated by the Merger Agreement or obtaining from a governmental entity any consent, registration, approval, permit or authorization, in each case necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement (a) that would reasonably be expected to result in (i) any requirement to sell, license, assign, transfer, divest, hold separate or otherwise dispose of, before or after the closing, any assets or businesses of Parent, Amedisys or any of their respective affiliates generating, individually or in the aggregate, greater than $333,000,000 in annual revenue from third parties (measured based on the 12 calendar month period immediately prior to such term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action being imposed by such governmental antitrust entity) or (ii) individually or in the aggregate with all other such terms, conditions, obligations, requirements, limitations, prohibitions, remedies, sanctions or other actions, reasonably be expected to result in a material adverse effect on the business, operations, financial condition or results of operations of the Amedisys and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole (assuming for purposes of such analysis that any material adverse effect is measured against Amedisys); or (b) that would reasonably be expected to require Parent, Amedisys or any of their respective affiliates to agree to obtain prior approval or other approval from a governmental entity, or submit a notification or otherwise notify the governmental entity prior to (other than with respect to the transactions contemplated by the Merger Agreement) or to appoint a monitor with respect to, in each case, consummating any future transaction (including, for the avoidance of doubt, by complying with any “consent order” or similar arrangement under the United States Federal Trade Commission’s “prior approval” policy).
In addition, Amedisys’ obligations to consummate the transactions contemplated by the Merger Agreement, including the Merger, are subject to the satisfaction or waiver by Amedisys (to the extent permitted by applicable law) of the following conditions:

each of the representations and warranties Parent and Merger Sub made in the Merger Agreement (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) being true and correct as of the closing date as if made on the closing date (except to the extent any representations and warranties expressly relate to a specific date or the date of the Merger Agreement (in which case as of such date)), except where any failure of any such representation and warranty to be true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent;

performance by Parent in all material respects of all obligations required to be performed by it at or prior to the closing date; and

the delivery by Parent to Amedisys of a certificate duly executed by an authorized officer of Parent, to the effect that the conditions in the five preceding bullet points have been satisfied.
Representations and Warranties
The Merger Agreement contains customary representations and warranties by Amedisys on the one hand, and Parent and Merger Sub on the other hand.
The representations and warranties of Amedisys in the Merger Agreement relate to, among other things:

organization, standing and corporate power;

corporate authority and non-contravention;

capital structure;

subsidiaries;

SEC documents, financial statements, and undisclosed liabilities;

absence of certain changes or events;
 
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compliance with applicable laws and outstanding orders;

healthcare matters and data privacy;

corrupt practices;

sanctions;

litigation;

benefit plans;

labor and employment matters;

taxes;

intellectual property;

information technology and data protection;

certain contracts;

environmental protection;

real property (in the case of Amedisys only);

voting requirements;

opinion of financial advisors;

brokers;

the termination of the OPCH Merger Agreement;

the Amedisys disclosure letter to the OPCH Merger Agreement; and

no other representations.
The representations and warranties of Parent and Merger Sub in the Merger Agreement relate to, among other things:

organization, standing and corporate power;

corporate authority and non-contravention;

litigation;

brokers;

Merger Sub;

available funds;

payment of the OPCH Termination Fee; and

no other representations.
The representations and warranties made by Parent and Amedisys are subject to exceptions and qualifications (including exceptions based on materiality or (i) in the case of Amedisys, a Material Adverse Effect or (ii) in the case of Parent and Merger Sub, a Parent Material Adverse Effect). In addition, the representations and warranties are qualified by certain documents filed with or furnished to the SEC by Parent or Amedisys and the confidential disclosure letter delivered by Amedisys to Parent.
None of the representations, warranties or agreements contained in the Merger Agreement or in any certificate, document or instrument delivered pursuant to the Merger Agreement will survive the Effective Time, except for covenants and agreements which contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time. For more information, see the section entitled “The Merger Agreement — Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement” above.
 
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Definition of “Material Adverse Effect”
Many of the representations and warranties in the Merger Agreement are qualified by a “material adverse effect” standard on the party making such representations and warranties.
Definition of Material Adverse Effect
“Material Adverse Effect” on Amedisys means, for the purposes of the Merger Agreement, any change, event, or development (each, a “Change”) that has had, or would reasonably be expected to have, individually, or in the aggregate with all other Changes, a material adverse effect on the business, financial condition or results of operations of Amedisys and its subsidiaries, taken as a whole, excluding any Change to the extent that it results from or arises out of:

general economic or political conditions or securities, credit, financial or other capital markets conditions, in each case in the United States or any foreign jurisdiction;

any failure, in and of itself, by Amedisys to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect on Amedisys unless otherwise excluded in the definition of “Material Adverse Effect”);

the execution and delivery of the Merger Agreement or the public announcement or pendency of the Merger or any of the other transactions contemplated by the Merger Agreement, including any litigation resulting or arising therefrom or with respect thereto or the impact thereof on the relationships of Amedisys and its subsidiaries, with customers, employees, suppliers or partners, or compliance with or performance of the Merger Agreement (subject to additional limitations in the Merger Agreement);

any change, in and of itself, in the market price or trading volume of the securities of Amedisys (it being understood that the facts or occurrences giving rise to or contributing to such change may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect on Amedisys unless otherwise excluded in the definition of “Material Adverse Effect”);

any change in applicable law or GAAP (or authoritative interpretation or enforcement thereof);

geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, or any trade wars or sanctions;

any hurricane, tornado, flood, earthquake or other natural disaster;

any changes generally affecting the industries in which Amedisys operates;

any epidemic, pandemic or other outbreak of illness or disease or public health event (including COVID-19) or any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or similar Applicable Laws, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 (“COVID-19 Measures”) or any changes, after the date of the Merger Agreement, in such COVID-19 Measures or changes, after the date of the Merger Agreement, in the interpretation, implementation or enforcement thereof;

any transaction litigation;

any action (A) specifically required to be taken by Amedisys pursuant to the Merger Agreement, (B) taken (or failure to be taken) by Amedisys at the written direction of Parent or (C) taken with the prior written consent of Parent; and

any action required by the provisions in the Merger Agreement related to the obligations of Amedisys to use its reasonable best efforts to consummate the transactions contemplated by the Merger Agreement and cause the conditions to the Merger to be satisfied as promptly as reasonably practicable;
 
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provided that the exclusions in the first, fifth, sixth, seventh, eighth and ninth bullet points will not apply to the extent that such Changes have a disproportionate impact on Amedisys and its subsidiaries relative to other participants in the industries in which Amedisys and its subsidiaries operate.
Definition of Parent Material Adverse Effect
“Parent Material Adverse Effect” on Parent, means, for the purposes of the Merger Agreement, anything that individually or in the aggregate, would reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by the Merger Agreement.
Conduct of Business Pending the Merger
Amedisys has agreed to certain covenants in the Merger Agreement restricting the conduct of its and its subsidiaries’ businesses between the date of the Merger Agreement and the Effective Time or, if applicable, the date on which the Merger Agreement is validly terminated.
In general, except as required by applicable law, as expressly contemplated or expressly permitted by the Merger Agreement, as required by or to the extent commercially reasonable in response to COVID-19 Measures, with the prior written consent of Parent or subject to specified exceptions set forth in the Merger Agreement and the confidential disclosure letter delivered by Amedisys to Parent, from the date of the Merger Agreement until the earlier of the Effective Time or the date the Merger Agreement is validly terminated (the “Pre-Closing Period”), Amedisys will, and will cause its subsidiaries to, use reasonable best efforts to carry on their respective businesses in all material respects in the ordinary course of business consistent with past practice, and preserve intact its current business organizations and their relationships with customers, suppliers, licensors, licensees and other third parties.
Without limiting the generality of the preceding paragraph, during the Pre-Closing Period and except as required by applicable law, as expressly contemplated or expressly permitted by the Merger Agreement, as required by or to the extent commercially reasonable in response to certain measures in response to COVID-19, with the prior written consent of Parent or subject to specified exceptions set forth in the Merger Agreement and the confidential disclosure letter delivered by Amedisys to Parent, Amedisys and its subsidiaries have agreed not to take the following actions:

other than dividends and distributions by a direct or indirect subsidiary wholly owned by Amedisys payable to another direct or indirect subsidiary wholly owned by Amedisys or payable to Amedisys, declare, set aside or pay any dividends on, make any other distributions in respect of, any of its capital stock;

split, combine or reclassify any equity securities of Amedisys or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any equity securities of Amedisys, other than, solely with respect to the capital stock or other securities of Amedisys’ wholly owned subsidiaries, actions or transactions solely between Amedisys and its wholly owned subsidiaries, or among Amedisys’ wholly owned subsidiaries

purchase, redeem or otherwise acquire any equity securities of Amedisys (other than certain acquisitions of shares under Amedisys’ equity plans), other than, solely with respect to the capital stock or other securities of Amedisys’ wholly owned subsidiaries, actions or transactions solely between Amedisys and its wholly owned subsidiaries, or among Amedisys’ wholly owned subsidiaries;

issue, deliver, sell, pledge or otherwise encumber or subject to any lien any equity securities (other than (1) in connection with the settlement or exercise of Amedisys equity awards outstanding as of the date of the Merger Agreement in accordance with their terms in effect on the date of the Merger Agreement or issued as permitted by the Merger Agreement in accordance with the terms governing the issuance of such type of Amedisys equity awards in effect on the date of the Merger Agreement, (2) as required under the terms of any Amedisys benefit plan in effect on the date of the Merger Agreement, as permitted by or pursuant to the Merger Agreement and (3) solely with respect to the capital stock or other securities of Amedisys’ wholly owned subsidiaries, transactions solely between
 
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Amedisys and its wholly owned subsidiaries, or among Amedisys’ wholly owned subsidiaries), or enter into any agreement with respect to the voting of, any of Amedisys’ capital stock;

(1) (A) other than in the ordinary course of business consistent with past practice (except as it relates to contracts for indebtedness for borrowed money), (B) with respect to certain contracts specified in Amedisys’ confidential disclosure letter delivered by Amedisys to Parent or (C) with respect to expirations of any Amedisys material contract in accordance with the terms and conditions contained therein, amend or waive any material provision of, enter into, renew (other than on terms that are no less favorable, in the aggregate, to Amedisys) or terminate, specified Amedisys material contracts or (2) acquire any material assets, other than (including with respect to equipment and inventory) in the ordinary course of business consistent with past practice;

acquire any equity interests in, or make any investment in or any capital contribution to, any person, or acquire a substantial portion of the assets or business of any person (or any division or line of business thereof), including in each case by merger or consolidation, except (1) for transactions solely between Amedisys and its wholly owned subsidiaries, or among Amedisys’ wholly owned subsidiaries or (2) in one or more transactions with respect to which the aggregate consideration for all such transactions during the period from the date of the Merger Agreement to the closing does not exceed $10,000,000;

transfer, assign, sell, lease, license, mortgage, pledge, surrender, encumber (except for certain liens permitted under the Merger Agreement), divest, cancel, abandon, allow to lapse or otherwise dispose of any material tangible or intangible assets (including any material intellectual property) except (1) for transactions solely between Amedisys and its wholly owned subsidiaries, or among Amedisys’ wholly owned subsidiaries, (2) for dispositions of obsolete or worthless equipment in the ordinary course of business, (3) for dispositions, abandonments, waivers, failures to renew or maintain or lapse of any intellectual property in the ordinary course of business or as determined by Amedisys or any of its subsidiaries in the exercise of its reasonable business judgment, (4) in one or more transactions with respect to which the aggregate fair market value of such assets for all such transactions during the period from the date of the Merger Agreement to the closing date does not exceed $10,000,000 (provided that this clause (4) does not apply with respect to surrenders, cancellations, abandonments or lapses), (5) the expiration of intellectual property at the end of its maximum statutory duration in accordance with its statutory terms (after exercising any renewal rights or options except if Amedisys or any of its subsidiaries, in the exercise of its reasonable business judgement, opts not to so exercise) or (6) the non-exclusive license of intellectual property in the ordinary course of business consistent with past practice;

create, incur or assume any indebtedness for borrowed money, or issue any debt securities or any right to acquire debt securities, assume, guarantee, endorse or otherwise become liable or responsible (whether, directly, contingently or otherwise) for the indebtedness of another person, enter into any agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, in each case, except (1) for additional indebtedness incurred in the ordinary course of business consistent with past practice after the date of the Merger Agreement under Amedisys’ current borrowing agreements that does not, at any time, exceed $20,000,000 in the aggregate and (2) for any inter-company indebtedness solely between Amedisys and its wholly owned subsidiaries, or among Amedisys’ wholly owned subsidiaries;

other than any action with respect to taxes, settle, pay, discharge or satisfy any legal, administrative, arbitral or other action, suit, charge investigation, proceeding, complaint, audit, indictment or litigation, other than any settlement, payment, discharge or satisfaction that (1) does not relate to any transaction litigation and (2) (A) either (x) results solely in a monetary obligation involving only the payment of monies by Amedisys or its subsidiaries of not more than $2,000,000 individually or $10,000,000 in the aggregate (as well as related non-substantive incidental provisions and other remedies or obligations that are not material in the context of the applicable resolution) or (y) results solely in a monetary obligation that is funded by an indemnity obligation to, or an insurance policy of, Amedisys or any of its subsidiaries and the payment of monies by Amedisys and its subsidiaries that are not more than $1,000,000 individually or $5,000,000 in the aggregate (not funded by an indemnity obligation or through insurance policies) (as well as related non-substantive incidental
 
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provisions and other remedies or obligations that are not material in the context of the applicable resolution) and (B) does not involve any admission of guilt or impose any non-de-minimis restrictions or non-de-minimis limitations upon the operations or business of or other conduct remedy or injunctive relief applicable to Amedisys or any of its subsidiaries, whether before, on or after the Effective Time;

make, change or rescind any material tax election, change any annual tax accounting period or adopt or change any method of tax accounting, in either case, relating to a material amount of taxes, settle or compromise any claim or enter into any closing agreement, in either case, relating to a material amount of taxes, file any material amended tax return, surrender any claim for a refund of a material amount of taxes or file any material tax return other than one prepared in accordance with past practice;

except as set forth in the confidential disclosure letter delivered by Amedisys to Parent or as required under the terms of any Amedisys benefit plan or labor agreement applicable to Amedisys or any of its subsidiaries, in each case, as in effect on the date of the Merger Agreement:

increase the compensation or increase the benefits of any current or former officer, director, employee or other individual service provider, other than in the ordinary course of business consistent with past practice with respect to individuals whose annualized base compensation is less than $250,000;

grant or pay any bonus, incentive, change in control, retention, severance, termination, tax gross-up or profit-sharing award or payment;

enter into, adopt, amend, terminate or modify any Amedisys benefit plan (or any arrangement that would be an Amedisys benefit plan if in effect on the date of the Merger Agreement);

accelerate the vesting or payment of any compensation or benefits of any current or former officer, director, employee or other individual service provider;

provide any funding for any rabbi trust or similar arrangement, or take any other action to fund or secure the payment of any compensation or benefit;

grant to any current or former officer, director, employee or other individual service provider any right to receive any severance, change-in-control, retention, termination, transaction or similar compensation or benefits or increases therein, including adding participants to any Amedisys severance plan maintained for employees at the level of vice president and above;

hire, promote or terminate (other than for “cause”) any individual, except for new hires or terminations in the ordinary course of business consistent with past practice with respect to individuals whose annualized base compensation is less than $250,000;