AGREEMENT AND PLAN OF MERGER by and among UNITEDHEALTH GROUP INCORPORATED, DENALI MERGER SUB, INC. and DIPLOMAT PHARMACY, INC. Dated as of December 9, 2019Agreement and Plan of Merger • December 9th, 2019 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Michigan
This AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2019 (this “Agreement”), is by and among UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), Denali Merger Sub, Inc., a Michigan corporation and a direct wholly owned Subsidiary of Parent (“Sub”), and Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I, and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
ContractDiplomat Pharmacy, Inc. • December 9th, 2019 • Retail-drug stores and proprietary stores
Diplomat, OptumRx Combining to Advance Access to Specialty Pharmacy Care and Infusion Services, Improve Health Outcomes
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 9th, 2019 • Diplomat Pharmacy, Inc. • Retail-drug stores and proprietary stores • Michigan
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 9, 2019, is entered into by and among UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), Denali Merger Sub, Inc., a Michigan corporation and wholly owned subsidiary of Parent (“Sub”), and each of the persons set forth on Schedule A hereto (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
