Amedisys (AMED) Acquired by UnitedHealth; Directors Cashed Out at $101/Share
Rhea-AI Filing Summary
Amedisys Inc. (AMED) was acquired by UnitedHealth Group and ceased to be an independent public company on 08/14/2025. Under the Merger Agreement, Aurora Holdings Merger Sub Inc. merged with and into Amedisys, leaving Amedisys as a wholly owned subsidiary of UnitedHealth Group. At the Effective Time each outstanding Amedisys common share converted into the right to receive $101.00 per share in cash, less any applicable withholding tax. Reporting person Julie D. Klapstein, a director, reported a disposition of 16,031 shares on 08/14/2025, resulting in zero beneficial ownership following the transaction. The reported disposition includes 1,690 time-based RSUs that were cancelled and converted into the same per-share cash consideration.
Positive
- Merger completed with UnitedHealth Group, providing a definitive cash consideration to shareholders
- $101.00 per share in cash paid to holders of Amedisys common stock at the Effective Time
- Time-based RSUs were converted into the same per-share cash consideration, ensuring uniform treatment
Negative
- Amedisys became a wholly owned subsidiary of UnitedHealth Group, eliminating public common equity for reported holdings
- Reporting person’s beneficial ownership reduced to zero, reflecting loss of public shareholdings
Insights
TL;DR: The merger closed and all outstanding shares converted to $101 cash per share; Amedisys is now a UnitedHealth subsidiary.
The Form 4 documents completion of the Merger Agreement whereby UnitedHealth Group acquired Amedisys and converted each outstanding common share into $101.00 in cash. The reporting director’s disposal of 16,031 shares and cancellation of 1,690 RSUs reflect the mechanical conversion of equity into merger consideration. This filing confirms the corporate control shift and the end of public common equity for these reported holdings.
TL;DR: Insider holdings were extinguished at closing; the company now operates as a wholly owned subsidiary of UnitedHealth Group.
The disclosure shows the Effective Time mechanics: equity holders received the agreed $101 per share cash payment and certain outstanding RSUs were cancelled and cashed out. The reporting person’s post-transaction beneficial ownership is shown as 0, consistent with the issuer becoming a wholly owned subsidiary. The Form 4 serves as formal notice of the insider ownership change tied to the merger closing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 16,031 | $0.00 | -- |
Footnotes (1)
- On August 14, 2025, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Amedisys, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of June 26, 2023 (as modified by the waiver, dated December 26, 2024, the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (other than certain excluded shares) automatically converted into the right to receive $101 per share in cash (the "Per Share Merger Consideration"), without interest and less any applicable withholding tax. Includes 1,690 time-based Restricted Stock Units ("RSUs") of the Issuer that were outstanding at the Effective Time that were cancelled and converted into the right to receive the Per Share Merger Consideration for each such outstanding RSU as of the Effective Time.
