Item 8.01 Other Events.
Supplemental Disclosures to the Proxy Statement
As previously disclosed, on
In connection with the Merger, One Medical and Amazon filed notification and
report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act") with the
On
The effect of the Second Request is to extend the waiting period imposed by the
HSR Act until 30 days after One Medical and Amazon have substantially complied
with the Second Request, unless that period is extended voluntarily by the
parties or terminated sooner by the
Both parties expect to promptly respond to the Second Request and to continue to
work cooperatively with the
Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement.
* * *
Notice Regarding Forward-Looking Statements
This report contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this press release, including statements regarding the Contemplated Transactions, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," or "would," or the negative of these words or other similar terms or expressions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing our estimates as of any subsequent date. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the ability of the parties to consummate the Contemplated Transactions in a timely manner or at
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all; the satisfaction (or waiver) of closing conditions to the consummation of
the Contemplated Transactions, including with respect to the approval of One
Medical's stockholders; potential delays in consummating the Contemplated
Transactions; the ability of One Medical to timely and successfully achieve the
anticipated benefits of the Contemplated Transactions; the impact of health
epidemics, including the COVID-19 pandemic, on the parties' respective
businesses and the actions the parties may take in response thereto; the
occurrence of any event, change or other circumstance or condition that could
give rise to the termination of the Merger Agreement; the effect of the
announcement or pendency of the Contemplated Transactions on One Medical
business relationships, operating results and business generally; costs related
to the Contemplated Transactions; the outcome of any legal proceedings that may
be instituted against One Medical, Parent or any of their respective directors
or officers related to the Merger Agreement or the Contemplated Transactions;
the strength of the One Medical brand; member satisfaction with One Medical's
services and support; the effects of the COVID-19 pandemic, including any new
outbreaks and emerging variant strains of the virus, and related self-isolation
and quarantine measures on One Medical's business, revenue, future growth and
results of operations; anticipated membership growth and revenue potential from
One Medical's members; One Medical's ability to retain members; One Medical's
ability to successfully introduce and drive adoption of new products; changes in
the pricing One Medical offers its members; One Medical's relationships with its
health network partners and enterprise clients and any changes to,
accommodations in or terminations of One Medical's contracts with the health
network partners or enterprise clients; One Medical's ability to improve cost of
care and margins, including timing and expenses of new office openings and entry
into new geographies; One Medical's ability to improve its medical claims
expense ratio; changes in laws or regulations; One Medical's involvement in
existing and potential litigation, including medical malpractice claims and
consumer class actions; any governmental investigations or inquiries, including
those related to COVID-19 vaccine administration or challenges to One Medical's
relationships with the One Medical PCs under the administrative services
agreements; One Medical's strategic plan; the impact of new laws and regulations
on our industry, including Medicare, general economic and market conditions; One
Medical's financial outlook; One Medical's focus areas for investment and its
investments; announcements by One Medical, its health network partners or One
Medical's competitors of business or strategic developments; and One Medical's
overall business trajectory. These risks are not exhaustive. Except as required
by law, we assume no obligation to update these forward-looking statements, or
to update the reasons actual results could differ materially from those
anticipated in the forward-looking statements, even if new information becomes
available in the future. Further information on factors that could cause actual
results to differ materially from the results anticipated by One Medical's
forward-looking statements is included in the reports One Medical has filed or
will file with the
Additional Information and Where to Find It
In connection with the Contemplated Transactions, One Medical intends to file
with the
Participants in the Solicitation
One Medical and its directors and executive officers may be deemed participants
in the solicitation of proxies from the stockholders of One Medical in
connection with the Contemplated Transactions and any other matters to be voted
on at the special meeting. Information regarding the names, affiliations and
interests of such directors and executive officers will be included in the
preliminary and definitive proxy statements (when available). Additional
information regarding such directors and executive officers is included in One
Medical definitive proxy statement on Schedule 14A for the 2022 Annual Meeting
of Stockholders, which was filed with the
Information regarding the persons who may, under
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meeting will be set forth in the preliminary and definitive proxy statements (when available) for the Contemplated Transactions. These documents are available free of charge as described in the preceding paragraph.
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