Amedisys completes merger with UnitedHealth Group, delists from Nasdaq

Amedisys, Inc. (NASDAQ:AMED), a healthcare company with $2.4 billion in annual revenue and a market capitalization of $3.32 billion, announced Thursday the completion of its merger with UnitedHealth Group Incorporated, making Amedisys a wholly owned subsidiary of UnitedHealth Group. The transaction closed at the effective time on Thursday, according to a statement based on a regulatory filing with the Securities and Exchange Commission.

Under the terms of the merger agreement, each outstanding share of Amedisys common stock was converted into the right to receive $101 in cash, less any applicable withholding taxes. Shares held as treasury stock or owned by UnitedHealth Group or its subsidiaries were excluded from this conversion.

As part of the merger, Amedisys terminated its senior secured credit facility, paying a total of $399,191,391.35 to satisfy all outstanding obligations under the agreement. All related funding commitments, security interests, and guarantees were also terminated. According to InvestingPro data, Amedisys has maintained a healthy financial position with a moderate debt level of $450.5 million and a solid current ratio of 1.36, earning a "GOOD" overall financial health score.

Following the merger, Amedisys notified The Nasdaq Stock Market LLC of the completed transaction and requested the suspension of trading and withdrawal of its common stock from listing. The stock’s final trading price of $100.98 was near its 52-week high of $101.01, reflecting strong market confidence in the merger. InvestingPro subscribers have access to additional insights, including 8 more key tips about Amedisys’s financial performance and market position. Nasdaq is expected to file a notification with the SEC to delist Amedisys common stock, and the company intends to deregister its common stock and suspend its reporting obligations as promptly as practicable.

The merger triggered changes in control and corporate governance. All members of Amedisys’s board of directors resigned effective at the closing of the transaction, as required under the merger agreement. The company’s certificate of incorporation and bylaws were amended and restated following the transaction.

Outstanding equity awards, including restricted stock units and options, were converted into equivalent awards in UnitedHealth Group common stock, with the same terms and conditions, subject to certain adjustments outlined in the merger agreement. Restricted stock units held by non-employee directors were canceled in exchange for a cash payment based on the merger consideration.

The transaction was guided by financial advisors Guggenheim Securities and Evercore Group, with legal counsel provided by Paul, Weiss, Rifkind, Wharton & Garrison LLP and others.

This article is based on a statement filed with the Securities and Exchange Commission.

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