UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CHANGE HEALTHCARE INC. | ||
By: | /s/ Loretta A. Cecil | |
Name: | Loretta A. Cecil | |
Title: | Executive Vice President, General Counsel |
Date: February 18, 2022