Acquisition Update – CMA Provisional Findings
11/08/2023 07:05
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RNS Number : 0635J EMIS Group PLC 11 August 2023
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11 August 2023
Acquisition Update - CMA Provisional Findings
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").
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 31 March 2023, the United Kingdom's Competition and Markets Authority (the
"CMA") announced that it had referred the Acquisition for a Phase 2
investigation. On 6 April 2023, EMIS and Bidco announced that they would be
proceeding with the Phase 2 CMA investigation and would engage constructively
and collaboratively with the CMA throughout the process.
The CMA has today published a summary of its provisional findings from its
Phase 2 investigation into the Merger (the "Provisional Findings").
Bidco and EMIS are pleased to announce that the CMA has provisionally cleared
the Acquisition. The CMA will now publicly consult on the Provisional Findings
before reaching a final decision by 5 October 2023.
Bidco and EMIS expect to be able to provide a further update once the public
consultation period has ended and the CMA has issued its final report.
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 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
+44 7971 428266
Aisling Kearney
Robey Warshaw (Financial Adviser to
+44 20 7317 3900
UnitedHealth Group and Bidco)
Simon Warshaw
Philip Apostolides
FGS
Global
+44 20 7251 3801
(Public Relations Adviser to Optum UK and Bidco)
John Gray
Amanda Healy
Optum-LON@fgsglobal.com
EMIS Group
plc
+44 0330 024 1269
Andy Thorburn, CEO
Peter Southby, CFO
www.emisgroupplc.com
@EMISGroup
Numis Securities Limited
(Financial Adviser, Nominated Adviser & Broker to EMIS) +44
207 260 1000
Simon Willis
Joshua Hughes
MHP (Public Relations Adviser to EMIS)
+44 203
128 8572
Reg Hoare
Ollie Hoare
Matthew Taylor
Pauline Guenot
EMIS@mhpgroup.com (mailto:EMIS@mhpgroup.com)
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/
(http://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 more than 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) 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.
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.
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