UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————————
FORM 8-K
—————————————
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 21, 2017
—————————————
UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
—————————————
Delaware | 1-10864 | 41-1321939 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota | 55343 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 936-1300
N/A
(Former name or former address, if changed since last report.)
—————————————
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ] Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 7.01. | Regulation FD Disclosure. |
UnitedHealth Group and Empresas Banmédica, a leading health care provider and insurer serving Chile, Colombia and Peru (the “Company” or “Empresas Banmédica”), announced that a wholly owned subsidiary of UnitedHealth Group has signed a definitive purchase agreement and intends to launch a tender offer for Empresas Banmédica, an initial step toward acquiring the Company.
UnitedHealth Group will offer CLP$2150 per share for 100 percent of the outstanding shares of the Company, valuing Empresas Banmédica’s equity at CLP$1.7 trillion (approximately USD$2.8 billion). The two controlling shareholders of Empresas Banmédica will tender their combined approximate 57 percent ownership in Empresas Banmédica. The transaction is expected to close in the first quarter of 2018, subject to customary terms and conditions.
The tender offer is expected to commence on or about December 27, 2017 and conclude on or about January 25, 2018. On the day prior to the offer’s commencement, shareholders of Empresas Banmédica may obtain copies of the tender offer prospectus and related offering documents on the website of BTG Pactual Chile S.A., the manager of the offer, at www.btgpactual.cl/tenderoffer/Banmedica/English/offerdocuments.
The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Forward Looking Statements
The statements contained in this Item 7.01 include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These statements are intended to take advantage of the “safe harbor” provisions of the PSLRA. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain factors. Some factors that could cause actual results to differ materially from results discussed or implied in the forward-looking statements include: failure to satisfy the conditions to launch and consummate the tender offer; the occurrence of any event, change or other circumstances that could give rise to the termination of the stock purchase agreement by and among a wholly owned subsidiary of UnitedHealth Group and the two controlling shareholders of Empresas Banmédica; and the acceptance rate by Empresas Banmédica shareholders in the tender offer.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain risk factors that may affect our business operations, financial condition and results of operations, in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any or all forward-looking statements we make may turn out to be wrong, and can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual future results may vary materially from expectations expressed or implied in this document or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by applicable securities laws.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 21, 2017
UNITEDHEALTH GROUP INCORPORATED | ||||
By: | /s/ Dannette L. Smith | |||
Dannette L. Smith | ||||
Secretary to the Board of Directors | ||||