Acquisition Update – Extension of Long Stop Date

EMIS Group PLC

25 May 2023

 

  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

25 May 2023

Acquisition Update - Extension of Long Stop Date

On 17 June 2022, the Boards of Bordeaux UK Holdings II Limited ("Bidco"), an affiliate of Optum Health Solutions (UK) Limited ("Optum UK") and a wholly-owned subsidiary of UnitedHealth Group Incorporated and EMIS Group plc ("EMIS") announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco would acquire the entire issued and to be issued ordinary share capital of EMIS (the "Acquisition").

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 31 March 2023, the United Kingdom's Competition and Markets Authority (the "CMA") announced that it had rejected a proposed remedy submitted by Bidco to address the CMA's competition concerns following its Phase 1 investigation and that it has referred the Acquisition for a Phase 2 investigation.

On 6 April 2023, Bidco and EMIS announced that they intended to proceed with the Phase 2 investigation and, on the basis that the CMA has referred the Acquisition to a Phase 2 investigation would, with the consent of the Executive of the Panel on Takeovers and Mergers (the "Panel") and subject to the approval of the Court, extend the Long Stop Date for completion of the Acquisition from 30 June 2023 to 30 June 2024.

The parties today announce that the Court has approved such extension of the Long Stop Date to 30 June 2024.

A revised expected timetable of principal events is set out in the Appendix to this Announcement. The Scheme remains subject to the sanction by the Court at the Court Hearing and the satisfaction (or, where applicable, the waiver) of the Conditions to the Scheme set out in paragraphs 1, 2(c) and 4 of Part A of Part 3 of the Scheme Document. In particular, the Scheme remains subject to the Conditions set out in paragraphs 4(b) and (c) of Part A of Part 3 of the Scheme Document, which, as confirmed by the Panel, will continue to apply to the Scheme and to the Phase 2 investigation and its outcomes (subject to Rule 13.5 of the Takeover Code).

The person responsible for arranging the release of this announcement on behalf of EMIS is Christine Benson, Company Secretary.

For further information, contact:

Bidco / Optum UK                                                                            [phone]

Aisling Kearney

Robey Warshaw (Financial Adviser to                                           [phone]

UnitedHealth Group and Bidco)

Simon Warshaw

Philip Apostolides

FGS Global                                                                                        [phone]

(Public Relations Adviser to Optum UK and Bidco)

John Gray

Sophia Johnston

[e-mail]

EMIS Group plc                                                                                [phone]

Andy Thorburn, CEO

Peter Southby, CFO

www.emisgroupplc.com

@EMISGroup

Numis Securities Limited

(Financial Adviser, Nominated Adviser & Broker to EMIS)        [phone]

Simon Willis

Joshua Hughes

MHP Communications (Public Relations Adviser to EMIS)        [phone]

Reg Hoare

Matthew Taylor

Pauline Guenot

Ollie Hoare

[e-mail]

Information for investors can be found on the EMIS's, UnitedHealth Group's and Optum UK's websites at https://www.emisgroupplc.com, www.unitedhealthgroup.com/investors.html and www.optum.co.uk/.

Capitalised terms used but not defined in this announcement have the meaning given to them in the scheme document published on 8 July 2022 containing the full terms and conditions of the Acquisition.

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.  

Optum UK is a healthcare software, services and consultancy business. Optum UK and its affiliates have operated in the UK for nearly 20 years. Optum UK is active in the fields of population health management and medicines optimisation where its services and analytics tools help NHS entities (namely Integrated Care Systems and Clinical Commissioning Groups) improve care and clinical outcomes while improving efficiency and cost-effectiveness.

Optum UK is a healthcare software, services and consultancy business. Optum UK and its affiliates have operated in the UK for nearly 20 years. Optum UK is active in the fields of population health management and medicines optimisation where its services and analytics tools help NHS entities (namely Integrated Care Systems and Clinical Commissioning Groups) improve care and clinical outcomes while improving efficiency and cost-effectiveness.

Optum UK is a wholly owned subsidiary of UnitedHealth Group, 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. Optum UK is part of UnitedHealth Group's Optum business which (among other things) applies technology solutions and data analytics tools to improve healthcare provision.

Market Abuse Regulation statement

This announcement contains inside information for the purposes of Article 7 of the UK version of the Market Abuse Regulation (EU) No. 596/2014.  Upon the publication of this announcement the inside information is now considered to be in the public domain.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available on EMIS's, UnitedHealth Group's and Optum UK's websites at https://www.emisgroupplc.com, www.unitedhealthgroup.com/investors.html and www.optum.co.uk/, respectively, by no later than 12 noon on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.

Appendix

Expected Timetable of Principal Events

The following indicative timetable is based on EMIS and Bidco's current expected dates for the implementation of the Scheme and is subject to change.  If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to EMIS Shareholders by announcement through a Regulatory Information Service of the London Stock Exchange.⁽¹⁾

Event		Time and/or date
Sanction Hearing (to sanction the Scheme)		("T")(2)
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, EMIS Shares		T + 1 Business Day
Scheme Record Time		6.00 p.m. on T + 1 Business Day
Suspension of listing of, and dealings in, EMIS Shares on AIM		by 7.30 a.m. on T + 2 Business Days
Effective Date		T + 2 Business Days(3)
Cancellation of admission to trading of EMIS Shares on AIM		by 7.30 a.m. on T + 3 Business Days
Latest date for dispatch of cheques and crediting of CREST accounts due under the Scheme		within 14 days of the Effective Date
Long Stop Date		30 June 2024(4)

_______

(1)        These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.  EMIS will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on EMIS's website at https://governance.emisgroupplc.com/.

(2)        Subject to satisfaction of certain regulatory conditions as set out in Part 3 (Conditions to and Further Terms of the Scheme and the Acquisition) of the Scheme Document.

(3)        Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies.  This is presently expected to occur within two Business Days after the date of the Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions.

(4)        This is the latest date by which the Scheme may become Effective.  However, the Long Stop Date may be extended to such later date as EMIS and Bidco may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)).

 

END