Surgical Care Affiliates, Inc. (NASDAQ:SCAI) Files An 8-K Other Events
Item8.01. Other Events
Expiration of Waiting Period under HSR
Act
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the HSR Act), expired at
11:59 p.m. EST on February13, 2017 in connection with the
proposed acquisition of Surgical Care Affiliates, Inc. (the
Company) by UnitedHealth Group Incorporated (UnitedHealth Group).
As previously announced on January9, 2017, UnitedHealth Group,
Spartan Merger Sub 1, Inc., an indirect wholly owned subsidiary
of UnitedHealth Group (the Offeror), Spartan Merger Sub 2, LLC, a
direct wholly owned subsidiary of UnitedHealth Group (Merger Sub
2), and the Company have entered into an agreement and plan of
reorganization (the Merger Agreement) to which the Offeror will
offer to exchange, upon the terms and subject to the conditions
set forth in the Merger Agreement (such offer, the Offer), for
each issued and outstanding share of common stock, par value
$0.01 per share, of the Company (the Shares):
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$11.40 in cash, without interest and less any applicable withholding taxes (the default cash consideration); and |
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a number of shares of UnitedHealth Group common stock, par value $0.01 per share, equal to the amount obtained by dividing $45.60 by the volume weighted average of the closing sale prices per share of UnitedHealth Group common stock on the New York Stock Exchange (the NYSE), as reported in the New York City edition of The Wall Street Journal on each of the five full consecutive trading days ending on and including the third business day prior to the final expiration date of the offer, together with cash in lieu of any fractional shares of UnitedHealth Group common stock, without interest and less any applicable withholding taxes (the default stock consideration). |
In lieu of delivering the default cash consideration and default
stock consideration, UnitedHealth Group may, by providing written
notice to the Company no later than 5:00 p.m., New York City
time, on the tenth business day prior to the final expiration
date of the offer, deliver (i)an amount in cash greater than the
default cash consideration and not to exceed $27.93 per Share,
without interest and less any applicable withholding taxes (such
cash consideration, including as it may be increased at
UnitedHealth Groups election, the applicable cash consideration),
and (ii)a number of shares of UnitedHealth Group common stock
equal to (a) $57.00 minus the applicable cash consideration,
divided by (b)the volume weighted average of the closing sale
prices per share of UnitedHealth Group common stock on the NYSE,
as reported in the New York City edition of The Wall Street
Journal on each of the five full consecutive trading days
ending on and including the third business day prior to the final
expiration date of the offer, together with cash in lieu of any
fractional shares of UnitedHealth Group common stock, without
interest and less any applicable withholding taxes.
Subject to the satisfaction or waiver of certain conditions,
following the completion of the Offer, the Offeror will be merged
with and into the Company, with the Company continuing as the
surviving corporation as a wholly owned subsidiary of
UnitedHealth Group. Immediately after, the Company will merge
with and into Spartan Merger Sub 2, LLC, a direct wholly owned
subsidiary of UnitedHealth Group (Merger Sub 2), with Merger Sub
2 surviving such merger.
The expiration of the HSR Act waiting period satisfies one of the
conditions required to consummate the Offer. The closing of the
Offer will remain subject to other customary conditions,
including the tender of a majority of the outstanding Shares.
Cautionary Statement Regarding Forward Looking
Statements
This communication may contain statements that constitute
forward-looking statements, including, for example, information
related to UnitedHealth Group, the Company and the proposed
acquisition of the Company by UnitedHealth Group. Generally the
words believe, expect, intend, estimate, anticipate, plan,
project, should and similar expressions identify forward-looking
statements, which generally are not historical in nature. Such
statements reflect the current analysis of existing information
and involve substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or
implied by such statements. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the possibility that various conditions to the
consummation of the UnitedHealth Group exchange offer and mergers
may not be satisfied or waived, including the receipt of
regulatory clearances related to the mergers; uncertainty as to
how many Shares will be tendered into the UnitedHealth Group
exchange offer; the risk that the UnitedHealth Group exchange
offer and mergers will not close within the anticipated time
periods, or at all; the failure to complete or receive the
anticipated benefits from UnitedHealth Groups acquisition of the
Company; the possibility that the parties may be unable to
successfully integrate the Companys operations into those of
UnitedHealth Group; such integration may be more difficult,
time-consuming or costly than expected; revenues following the
transaction may be lower than expected; operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients, suppliers or physicians) may be greater than
expected following the transaction; the retention of certain key
employees at the Company may not be achieved; the parties may be
unable to meet expectations regarding the timing, completion and
accounting and tax treatments of the transactions; UnitedHealth
Group and the Company are subject to intense competition; factors
that affect UnitedHealth Groups ability to generate sufficient
funds to maintain its quarterly dividend payment cycle; the
effects of local and national economic, credit and capital market
conditions; and the other risks and uncertainties relating to
UnitedHealth Group and the Company described in their respective
Annual Reports on Form 10-K for the fiscal year ended December31,
2015, and in their subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, all of which are filed with the U.S.
Securities and Exchange Commission (the SEC) and available at
www.sec.gov.
The Company assumes no obligation to update the information in
this communication, except as otherwise required by law. Readers
are cautioned not to place undue reliance on these
forward-looking statements or information, which speak only as of
the date hereof.
Additional Information and Where to Find
It
This communication relates to a pending business combination
transaction between UnitedHealth Group and the Company. The
exchange offer referenced in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to sell or exchange, nor a solicitation
of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
UnitedHealth Group intends to file a registration statement on
Form S-4 related
to the transaction with the SEC and may file amendments thereto.
UnitedHealth Group and a wholly-owned subsidiary of UnitedHealth
Group intend to file a tender offer statement on Schedule TO
(including a prospectus/offer to exchange, a related letter of
transmittal and other exchange offer documents) related to the
transaction with the SEC and may file amendments thereto. The
Company intends to file a solicitation/recommendation statement
on Schedule 14D-9 with the SEC and may file amendments thereto.
The Company and UnitedHealth Group may also file other documents
with the SEC regarding the transaction. This communication is not
a substitute for any registration statement, Schedule TO,
Schedule 14D-9 or any other document which the Company or
UnitedHealth Group may file with the SEC in connection with the
transaction. Investors and security holders are urged to read the
registration statement, the Schedule TO (including the
prospectus/offer to exchange, related letter of transmittal and
other exchange offer documents), the solicitation/recommendation
statement on Schedule 14D-9 and the other relevant
materials with respect to the transaction carefully and in their
entirety when they become available before making any decision
regarding exchanging their shares, because they will contain
important information about the transaction. The prospectus/offer
to exchange, the related letter of transmittal and certain other
exchange offer documents, as well as the
solicitation/recommendation statement, will be made available to
all holders of Shares at no expense to them. The exchange offer
materials and the solicitation/recommendation statement will be
made available for free at the SECs website at www.sec.gov.
Additional copies of the exchange offer materials and the
solicitation/recommendation statement may be obtained for free by
contacting UnitedHealth Groups Investor Relations department at
(800) 328-5979. Additional copies of the
solicitation/recommendation statement may be obtained for free by
contacting the Companys Investor Relations department at
800-768-0094.
In addition to the SEC filings
made in connection with the transaction, each of UnitedHealth
Group and the Company files annual, quarterly and current reports
and other information with the SEC. You may read and copy any
reports or other such filed information at the SEC public
reference room at 100 F Street, N.E., Washington,
D.C.
20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. UnitedHealth Groups and the Companys filings with the SEC
are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
About Surgical Care Affiliates, Inc. (NASDAQ:SCAI)
Surgical Care Affiliates, Inc. (Surgical Care Affiliates) is a provider of solutions to physicians and health systems. The Company operates a network of outpatient surgery facilities in the United States, which consists of over 190 ambulatory surgery centers (ASCs) and approximately seven surgical hospitals. The Company’s network of facilities includes ASCs, surgical hospitals and hospital surgery departments. The Company owns and operates facilities in partnership with over 50 health systems and approximately 2,800 physician partners. Physicians at its facilities provide surgical services in a range of specialties, including orthopedics, ophthalmology, gastroenterology, pain management, otolaryngology (ear, nose and throat, or ENT), urology, spine and gynecology, as well as other general surgery procedures. The Company’s portfolio includes facilities in Alabama, Alaska, Arizona, Sacramento, San Diego, San Francisco, Colorado, Connecticut, Florida, Georgia and Hawaii. Surgical Care Affiliates, Inc. (NASDAQ:SCAI) Recent Trading Information
Surgical Care Affiliates, Inc. (NASDAQ:SCAI) closed its last trading session 00.00 at 56.48 with 692,420 shares trading hands.