Item 8.01. Other Events.
As previously disclosed, on March 28, 2022, LHC Group, Inc. (the "Company" or
"LHC") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with UnitedHealth Group Incorporated ("UnitedHealth Group"), pursuant to which
UnitedHealth Group will acquire the Company (the "Merger").
On December 6, 2022, the Company delivered written notice to UnitedHealth Group
extending the Outside Date (as defined in the Merger Agreement) to March 28,
2023, in accordance with Section 9.2(a) of the Merger Agreement.
The obligation of the parties to consummate the Merger is subject to, among
other things, the expiration or termination of the waiting period applicable to
the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. As previously disclosed, on June 10, 2022, the Company and UnitedHealth
Group each received a request for additional information and documentary
materials (collectively, the "Second Requests") from the U.S. Federal Trade
Commission ("FTC") in connection with the FTC's review of the Merger. On
December 6, 2022, the Company and UnitedHealth Group certified to the FTC their
substantial compliance with their respective Second Requests.
As a result of the foregoing, the Company expects the closing of the
transactions contemplated by the Merger Agreement, including the Merger, to
occur in the first quarter of 2023.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to the Merger and
the financial condition, results of operations and businesses of LHC. Some of
these statements can be identified by terms and phrases such as "anticipate,"
"believe," "intend," "estimate," "expect," "continue," "could," "should," "may,"
"plan," "project," "predict" and similar expressions. LHC cautions readers of
this communication that such "forward looking statements," including without
limitation, those relating to the timing of the Merger and the satisfaction of
the closing conditions to the Merger, including required regulatory approvals,
wherever they occur in this communication or in other statements attributable to
LHC, are necessarily current beliefs reflecting the judgment of LHC's senior
management and involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the "forward looking
statements."
Factors that could cause actual results to differ materially from those
expressed or implied in such forward-looking statements include, but are not
limited to, the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement between LHC and
UnitedHealth Group; the inability to complete the Merger due to the failure to
satisfy the conditions to completion of the Merger, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the Merger; risks related to shareholder lawsuits filed in
connection with the Merger; risks related to disruption of management's
attention from LHC's ongoing business operations due to the Merger and the
significant costs that LHC will and has incurred in connection with the Merger;
the effect of the announcement of the Merger on LHC's relationships with its
customers, payors and joint venture partners, and on its operating results and
business generally; the risk that the Merger will not be consummated in a timely
manner; macroeconomic and industry trends and adverse developments in the debt,
consumer credit and financial services markets; natural disasters and adverse
weather, acts of terrorism, an outbreak of hostilities or other international or
domestic calamities, including the recent war in Ukraine and any escalation
thereof, cyber terrorism or cyber attacks, epidemics and pandemics, and other
matters beyond LHC's control; LHC's ability to retain or renew existing
customers and attract new customers; LHC's business strategies and its ability
to grow its business; LHC's participation in the Medicare and Medicaid programs;
the reimbursement levels of Medicare and other third-party payors, including
changes in reimbursement resulting from regulatory changes; the prompt receipt
of payments from Medicare and other third-party payors; LHC's future sources of
and needs for liquidity and capital resources; the effect of any regulatory
changes or anticipated regulatory changes; the effect of any changes in market
rates on LHC's operations and cash flows; LHC's ability to obtain financing;
LHC's ability to make payments as they become due; the outcomes of various
routine and non-routine governmental reviews, audits, and investigations; LHC's
expansion strategy, the successful integration of recent acquisitions and, if
necessary, the ability to relocate or restructure its current facilities; the
value of our proprietary technology; the impact of legal proceedings; LHC's
insurance coverage; LHC's competitors and its competitive advantages; LHC's
ability to attract and retain valuable employees; the price of LHC's common
stock; LHC's compliance with environmental, health and safety laws and
regulations; LHC's compliance with health care laws and regulations; the impact
of federal and state government regulation on LHC's business; and the impact of
changes in or future interpretations of fraud, anti-kickback or other laws. For
a more detailed discussion of these factors, see the information under the
captions "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in LHC's most recent Annual Report on Form
10-K filed with the SEC on February 24, 2022.
LHC's forward-looking statements speak only as of the date of this communication
or as of the date they are made. LHC disclaims any intent or obligation to
update any "forward looking statement" made in this communication to reflect
changed assumptions, the occurrence of unanticipated events or changes to future
operating results over time.
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