Change Healthcare Inc. (Change) announced that it and UnitedHealth Group Incorporated (UnitedHealth) received a second request from the Department of Justice (DOJ) for information relating to their planned merger. The announcement was contained in its Form 8K filed with the Securities & Exchange Commission (SEC) on March 24, 2021. Change and UnitedHealth had originally filed their premerger notification on January 19, 2021, but refiled it on February 22 to allow additional time for review by the DOJ. The second request from the DOJ extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to 30 days after the companies have substantially complied with the second request. In the proxy statement filed with the SEC on March 5, 2021, Change described itself as “a leading healthcare technology platform that provides data and analytics-driven solutions to improve clinical, financial, administrative, and patient engagement outcomes in the U.S. healthcare system.”
The proxy statement states that the merger agreement was executed by Change and UnitedHealth on January 5, 2021, and provided for purchase of all outstanding common shares of Change for a price of $25.75 per share. According to the financial analysis by Goldman Sachs, this represents a premium of 41.2% over the closing price of Change stock on January 5, 2021. The proxy statement noted that the Board of Directors of Change believed that the merger “is likely to generate significant synergy value for UnitedHealth Group”, which contributed to its willingness to offer the price of $25.75. The special shareholder meeting is scheduled for April 13, 2021. The proxy statement said that the merger was expected to be completed in the second half of 2021, but since the merger is subject to antitrust review and other conditions, factors outside the control of Change or UnitedHealth could result in the merger being completed at a later time, or not at all.