Acquisition Update

RNS Number : 2915T

EMIS Group PLC

17 March 2023

 

17 March 2023

EMIS Group plc

("EMIS", "Company" or "the Group")

Acquisition Update

On 17 June 2022, the Boards of Bordeaux UK Holdings II Limited ("Bidco"), an affiliate of Optum Health Solutions (UK) Limited and a wholly-owned subsidiary of UnitedHealth Group Incorporated and EMIS announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of EMIS (the "Acquisition").  The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 9 August 2022, EMIS announced that at the Court Meeting to consider the Scheme and the General Meeting to consider the Special Resolution relating to the Acquisition, all resolutions were approved by the requisite majorities.  EMIS further announced that a notification had been made and accepted under the NS&I Act and that the Secretary of State had confirmed that no further action will be taken in relation to the Acquisition.

On 20 January 2023 the United Kingdom's Competition and Markets Authority (the "CMA") commenced a Phase 1 investigation in respect of the Acquisition. EMIS notes today's announcement from the CMA that, following its Phase 1 investigation, the CMA is minded to refer the Acquisition for a Phase 2 investigation unless undertakings in lieu of a Phase 2 reference are accepted by the CMA. Pursuant to the Enterprise Act 2002, Bidco therefore has until 24 March 2023 to offer undertakings to the CMA that might be accepted by the CMA.

EMIS will continue to offer its full support to Bidco in order to obtain the necessary clearance; and Bidco, with the full support of EMIS, now intends to engage with the CMA with the objective of agreeing suitable undertakings in lieu of a Phase 2 reference. 

Given the CMA's procedure for considering and accepting undertakings, EMIS expects to be able to provide a further update on or around 31 March 2023, which is the statutory deadline for the CMA to determine whether the undertakings in lieu of a Phase 2 reference are acceptable in principle.

For further information, contact:

EMIS Group plc    Tel: [phone]

Andy Thorburn, CEO

Peter Southby, CFO

www.emisgroupplc.com

@EMISGroup

Numis Securities Limited (Nominated Adviser & Broker)  Tel: [phone]

Joshua Hughes/Simon Willis/James Black

MHP Communications  Tel: [phone]

Reg Hoare/Ollie Hoare/Matthew Taylor/Pauline Guenot    [e-mail] 

Information for investors can be found on the Group's website at www.emisgroupplc.com/investors .

Notes to Editors

EMIS Group has grown to become a UK leader in connected healthcare software and systems. Its solutions are widely used across a number of major UK healthcare settings. EMIS Group's aim is to join up healthcare through innovative technology, helping to deliver better health outcomes to the UK population, supporting longer and healthier lives.

EMIS Group has two core business segments: EMIS Health and EMIS Enterprise.

EMIS Health is a supplier of integrated care technology to the NHS, including primary, community, acute and social care.

EMIS Enterprise is focussed on growth in the business-to-business technology sector within the healthcare market, including management of medicines, partner businesses, patient-facing services, data and analytics, and research and life sciences.  

LEI: 213800K474ZZK76NX913

 

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