Item 8.01 Other Events.
As previously disclosed, on January 5, 2021, Change Healthcare Inc. (the
"Company") entered into an Agreement and Plan of Merger with UnitedHealth Group
Incorporated ("UnitedHealth Group"), pursuant to which UnitedHealth Group will
acquire the Company (the "Merger"), and on August 7, 2021, the Company and
UnitedHealth Group entered into a timing agreement (the "Timing Agreement") with
the U.S. Department of Justice (the "DOJ") in connection with the DOJ's review
of the Merger, which Timing Agreement was subsequently amended on November 1,
2021 to provide, in part, that the Company and UnitedHealth Group will not
consummate the Merger before 12:01 a.m. Eastern Time on February 22, 2022,
unless they have received written notice from the DOJ prior to such date that
the DOJ has closed its investigation of the Merger.
The Timing Agreement also provides that UnitedHealth Group and the Company will
provide the DOJ with ten days' notice before the consummation of the Merger,
during which time the DOJ may seek to block the consummation of the Merger
through the filing of a lawsuit. Effective February 17, 2022, UnitedHealth Group
and the Company provided such notice to the DOJ. Accordingly, the DOJ now has
until February 27, 2022 to initiate litigation to block the consummation of the
Merger.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CHANGE HEALTHCARE INC.