Optum, Inc. made a proposal to acquire Amedisys, Inc. (NasdaqGS:AMED) from a group of shareholders for $3.3 billion on May 26, 2023. Optum, Inc. entered into an agreement to acquire Amedisys, Inc. for $3.4 billion on June 26, 2023. Optum proposed to acquire all of the outstanding shares of Amedisys? common stock in an all-cash transaction for $100 per share. On May 27, 2023, the Board determined that the unsolicited proposal received from Optum could reasonably be expected to result in an ?Amedisys Superior Proposal? as defined in Amedisys? merger agreement with Option Care Health. As permitted by the terms of Amedisys? merger agreement with Option Care Health, Amedisys entered into a confidentiality agreement with Optum on May 30, 2023 and is currently engaging in exploratory discussions with Optum with respect to Optum?s proposal. Amedisys remains bound by the terms of the merger agreement with Option Care Health, and Amedisys? Board has not determined that Optum?s proposal constitutes a Superior Proposal as defined in the merger agreement with Option Care Health. The Amedisys Board?s recommendation in favor of the merger agreement with Option Care Health and the merger with Option Care Health continues to be in effect. Under the terms of merger agreement as of June 26, 2023, Amedisys shareholders will receive a consideration of $101 per share in cash for each share held. In case of termination of the transaction under certain circumstances, Amedisys will be required to pay Optum a termination fee of $125 million and Optum will be required to pay Amedisys a termination fee of $144 million upon termination of transaction under certain specified circumstances. On December 26, 2024, Amedisys and UnitedHealth each waived its right to terminate the Merger Agreement due to a failure of the Merger to have been consummated by the Outside Date until the earlier of (i) 5:00 p.m. (New York time) on the tenth business day following a final order (whether or not appealable) issued by the U.S. District Court for the District of Maryland with respect to the complaint filed by the U.S. Department of Justice and certain other parties regarding the Merger and the other transactions contemplated by the Merger Agreement that permanently prohibits the consummation of the Merger and (ii) 11:59 p.m. (New York time) on December 31, 2025.

The transaction is subject to the approval of the transaction by Amedisys stockholders; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and the receipt of other required regulatory approvals. The board of directors of each of Amedisys and Optum has approved the merger agreement. As of September 8, 2023, stockholders of Amedisys approved the transaction. Transaction is expected to complete in 2024. As of June 28, 2024, the transaction will close in the second half of 2024. As of November 12, 2024, the antitrust complaint, filed in Maryland by the Justice Department and four states? attorneys general argues that a potential merger is illegal because the two companies are ?such large competitors? already ? and the deal would give UnitedHealth too much control in many local markets.

Matthew Friestedt, Neal McKnight, Nader Mousavi, Davis Wang, Keith Pagnani and Melissa Sawyer of Sullivan & Cromwell LLP acted as legal advisors to Optum. Krishna Veeraraghavan, Kyle T. Seifried, Christopher J. Cummings, Caith Kushner, Benjamin Goodchild, Amanda Gill, Frances F. Mi, Jean M. McLoughlin, Sasha Belinkie, Brian Krause, Geoffrey R. Chepiga, Joshua H. Soven, Andrew C. Finch, Steven C. Herzog, Jared P. Nagley, Jonathan H. Ashtor, Marisa B. Geiger, Peter E. Fisch, Marta P. Kelly and William J. O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Amedisys. Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider to Amedisys. Morgan Stanley (NYSE:MS) acted as financial advisor to UnitedHealth Group Incorporated indirect parent of Optum, Inc. Stuart Rogers of Alston & Bird acted as legal advisor to Morgan Stanley in the transaction. Evercore Inc. (NYSE:EVR) acted as financial advisor to Amedisys, Inc. Aleksandr B. Livshits, Bernard A. Nigro and Kathy O'Neill of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to UnitedHealth Group.

Optum, Inc. completed the acquisition of Amedisys, Inc. (NasdaqGS:AMED) from a group of shareholders on August 14, 2025. In connection with the consummation of the Merger, Amedisys requested that Nasdaq (i) suspend trading of the Amedisys Common Stock on Nasdaq, (ii) withdraw the Amedisys Common Stock from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 to delist the Amedisys Common Stock from Nasdaq and deregister the Amedisys Common Stock. As a result, the Amedisys Common Stock will no longer be listed on Nasdaq.