UnitedHealth, Amedisys waive right to terminate merger pact

In a regulatory filing, Amedisys (AMED) stated, “As previously disclosed, on June 26, 2023, Amedisys, UnitedHealth Group (UNH), and Aurora Holdings Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UnitedHealth Group, entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will merge with and into Amedisys upon the terms and subject to the conditions set forth in the Merger Agreement, with Amedisys surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. On December 26, 2024, the Parties entered into a waiver pursuant to which, among other things, Amedisys and UnitedHealth Group 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 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 Waiver also contains waivers by the Parties such that, (i) the Regulatory Break Fee under the Merger Agreement will be $275,000,000, which may escalate for the failure to meet certain timing milestones related to divesting certain assets to gain approval up to $325,000,000; (ii) the revenue-related aspect of the definition of “Burdensome Condition” is increased, (iii) Amedisys may take certain actions that would otherwise be prohibited by interim operating covenants contained in the Merger Agreement and (iv) certain closing conditions relating to government approvals are no longer conditions to the consummation of the Merger.”