August 8, 2022

Healty

Slick Healthy

Amazon and One Medical Sign an Agreement for Amazon to

A single Clinical is a human-centered, technological innovation-driven U.S. major care corporation on a mission to make high quality healthcare additional cost-effective, available, and enjoyable via a seamless mix of in-person, electronic, and digital care providers

One particular Professional medical brings together in-particular person care in inviting places of work across the nation with digital overall health and digital treatment solutions, earning it less complicated for patients to program appointments, renew prescriptions, access up-to-day health and fitness information, and progress wellness outcomes

SEATTLE & SAN FRANCISCO–(Small business WIRE)–Jul. 21, 2022–
Now Amazon (NASDAQ:AMZN) and A single Clinical (NASDAQ:ONEM) declared that they have entered into a definitive merger arrangement below which Amazon will receive A person Professional medical. 1 Health-related is a human-centered, technological innovation-driven countrywide key treatment business on a mission to make high-quality care extra affordable, available, and pleasant through a seamless mixture of in-individual, digital, and digital treatment companies that are convenient to where by people get the job done, shop, and dwell.

“We imagine overall health treatment is large on the checklist of ordeals that will need reinvention. Booking an appointment, ready weeks or even months to be found, taking time off function, driving to a clinic, locating a parking spot, ready in the ready home then the test space for what is way too frequently a rushed several minutes with a medical doctor, then generating a further trip to a pharmacy – we see loads of chance to both equally make improvements to the quality of the working experience and give individuals back again useful time in their times,” mentioned Neil Lindsay, SVP of Amazon Well being Providers. “We enjoy inventing to make what ought to be uncomplicated easier and we want to be one particular of the corporations that assists dramatically strengthen the healthcare practical experience over the next various yrs. Collectively with 1 Medical’s human-centered and know-how-powered method to wellbeing treatment, we think we can and will aid additional people get far better care, when and how they require it. We seem forward to delivering on that extended-term mission.”

“The possibility to completely transform wellbeing treatment and strengthen outcomes by combining A single Medical’s human-centered and technologies-powered model and excellent crew with Amazon’s purchaser obsession, history of invention, and willingness to commit in the long-phrase is so fascinating,” mentioned Amir Dan Rubin, A single Professional medical CEO. “There is an huge chance to make the well being treatment practical experience a lot more accessible, inexpensive, and even pleasurable for patients, companies, and payers. We search ahead to innovating and growing entry to good quality health care products and services, with each other.”

Amazon will purchase A person Health care for $18 for each share in an all-income transaction valued at somewhere around $3.9 billion, which include A person Medical’s net personal debt. Completion of the transaction is subject matter to customary closing disorders, like acceptance by One Medical’s shareholders and regulatory approval. On completion, Amir Dan Rubin will continue to be as CEO of A single Healthcare.

About Amazon

Amazon is guided by four principles: shopper obsession fairly than competitor emphasis, passion for creation, motivation to operational excellence, and lengthy-expression pondering. Amazon strives to be Earth’s Most Purchaser-Centric Business, Earth’s Best Employer, and Earth’s Safest Position to Operate. Buyer reviews, 1-Simply click browsing, personalised recommendations, Prime, Success by Amazon, AWS, Kindle Immediate Publishing, Kindle, Profession Choice, Hearth tablets, Fireplace Television, Amazon Echo, Alexa, Just Walk Out technology, Amazon Studios, and The Climate Pledge are some of the factors pioneered by Amazon. For extra info, stop by amazon.com/about and observe @AmazonNews.

About 1 Health care

A single Healthcare is a U.S. countrywide human-centered and technological know-how-driven primary care organization with seamless digital well being and inviting in-business office care, easy to where by people perform, store, stay, and click on. A person Medical’s vision is to delight thousands and thousands of customers with superior health and better treatment while lowering expenses, in a far better workforce natural environment. Just one Medical’s mission is to renovate wellness treatment for all via a human-centered, engineering-driven product. Headquartered in San Francisco, 1Everyday living Health care, Inc. is the administrative and managerial companies company for the affiliated 1 Medical medical doctor-owned skilled companies that deliver medical services in-office environment and practically. 1Life and the A person Healthcare entities do company under the “One Medical” manufacturer.

Cautionary Assertion Pertaining to Amazon Ahead-Wanting Statements

Amazon’s statements relevant to the proposed acquisition of A person Healthcare have forward-on the lookout statements in just the indicating of the Personal Securities Litigation Reform Act of 1995, Segment 27A of the Securities Act of 1933, as amended, and Portion 21E of the Securities Exchange Act of 1934, as amended, including statements regarding envisioned rewards of the acquisition. Precise final results could vary materially from individuals projected or forecast in the forward-seeking statements. Aspects that could lead to true outcomes to vary materially contain the adhering to: the ailments to the completion of the transaction may possibly not be content, or the regulatory approvals essential for the transaction may not be attained on the conditions anticipated, on the expected program, or at all closing of the transaction may perhaps not take place or may possibly be delayed, both as a outcome of litigation similar to the transaction or normally Amazon may be unable to realize the anticipated benefits of the transaction revenues following the transaction may possibly be reduced than expected the period and scope of the COVID-19 pandemic, like any recurrence, might have an affect on the results of operations operating fees, buyer loss, and enterprise disruption (which includes, without limitation, troubles in preserving associations with workers, associates, and business counterparties) might be higher than anticipated Amazon could believe unexpected pitfalls and liabilities completing the transaction could distract Amazon’s administration from other crucial matters and the other elements talked about in “Risk Factors” in Amazon’s Once-a-year Report on Sort 10-K for the fiscal 12 months ended December 31, 2021 and in Amazon’s other filings with the SEC, which are accessible at http://www.sec.gov. Amazon assumes no obligation to update the facts in this push release, apart from as if not required by regulation. Readers are cautioned not to area undue reliance on these forward-wanting statements that talk only as of the date hereof.

Cautionary Statements Concerning A single Health-related Forward-On the lookout Statements

This press launch contains forward-seeking statements which include, but are not restricted to, statements regarding predicted timing, completion and results of the proposed acquisition. These ahead-wanting statements are subject to the harmless harbor provisions under the Non-public Securities Litigation Reform Act of 1995. One particular Medical’s anticipations and beliefs regarding these issues may well not materialize. Real outcomes and benefits might differ materially from all those contemplated by these ahead-wanting statements as a final result of uncertainties, risks, and variations in situations, which includes but not limited to challenges and uncertainties similar to: the ability of the parties to consummate the proposed acquisition in a well timed fashion or at all the fulfillment (or waiver) of closing conditions to the consummation of the proposed acquisition, which includes with respect to the acceptance of 1 Medical’s stockholders possible delays in consummating the proposed acquisition the capacity of One particular Professional medical to well timed and properly obtain the predicted advantages of the proposed acquisition the impression of health epidemics, which include the COVID-19 pandemic, on the parties’ respective corporations and the steps the get-togethers may possibly get in reaction thereto the incidence of any occasion, alter or other circumstance or ailment that could give rise to the termination of the merger arrangement the effect of pure and man-made disasters and related gatherings on A person Medical’s organization, financial affliction and benefits of functions the outcome of the announcement or pendency of the proposed acquisition on A person Medical’s enterprise interactions, working results and enterprise normally fees similar to the proposed acquisition the end result of any authorized proceedings that may possibly be instituted from Just one Health-related or any of its directors or officers relevant to the merger agreement or the proposed acquisition expected membership expansion and revenue probable from One Medical’s customers A person Medical’s skill to retain users 1 Medical’s capability to productively introduce and travel adoption of new solutions adjustments in the pricing One Health-related presents to its customers 1 Medical’s relationships with its health and fitness community partners and business clientele and any alterations to, lodging in or terminations of A person Medical’s contracts with the wellbeing community associates or enterprise clientele One Medical’s means to strengthen expense of care and margins, like timing and bills of new business office openings and entry into new geographies Just one Medical’s ability to make improvements to its healthcare promises cost ratio alterations in legal guidelines or restrictions 1 Medical’s involvement in current and likely litigation, including health-related malpractice promises and purchaser class steps any governmental investigations or inquiries, such as people connected to COVID-19 vaccine administration or troubles to A single Medical’s associations with the Just one Health-related PCs under the administrative services agreements One Medical’s strategic prepare the effects of new rules and regulations on Just one Medical’s marketplace, which include Medicare, general financial and market place conditions One Medical’s financial outlook One particular Medical’s concentrate locations for financial investment and 1 Medical’s investments announcements by One particular Medical’, 1 Medical’s well being network partners or 1 Medical’s rivals of business enterprise or strategic developments and A single Medical’s in general business trajectory. Further threats and uncertainties that could lead to precise results and final results to vary materially from all those contemplated by the ahead-on the lookout statements are incorporated underneath the caption “Risk Factors” and somewhere else in A person Medical’s most yearly and quarterly studies filed with the SEC, including its Quarterly Report on Sort 10-Q for the quarter ended March 31, 2022 and any subsequent studies on Sort 10-K, Variety 10-Q or Kind 8-K filed with the SEC from time to time and obtainable at www.sec.gov. These documents can be accessed on 1 Medical’s world wide web web site at https://trader.onemedical.com/ by clicking on the hyperlink “SEC Filings.”

The forward-on the lookout statements included in this press launch are built only as of the day hereof. 1 Clinical assumes no obligation and does not intend to update these ahead-on the lookout statements, besides as required by regulation.

Additional Info and Wherever to Discover It

In relationship with the proposed acquisition of One particular Medical by Amazon, One particular Health-related intends to file with the SEC preliminary and definitive proxy statements relating to these kinds of acquisition and other appropriate files. The definitive proxy assertion will be mailed to A person Medical’s stockholders as of a file day to be established for voting on the proposed acquisition and any other issues to be voted on at the particular conference. Just before Making ANY VOTING Conclusion, Buyers AND Security HOLDERS ARE URGED TO Browse THE DEFINITIVE PROXY STATEMENTS, ANY AMENDMENTS OR Supplements THERETO, ANY OTHER SOLICITING Components AND ANY OTHER Paperwork TO BE Filed WITH THE SEC IN Connection WITH THE PROPOSED ACQUISITION OR Included BY REFERENCE IN THE PROXY STATEMENTS WHEN THEY Develop into Out there Simply because THEY WILL Contain Significant Facts ABOUT A single Medical AND THE PROPOSED ACQUISITION. Traders and stability holders could attain cost-free copies of these paperwork (when they are accessible) on the SEC’s world-wide-web web page at www.sec.gov, on A single Medical’s site at https://investor.onemedical.com/ or by getting in contact with A single Medical’s Investor Relations through e mail at https://investor.onemedical.com/get hold of-ir.

Individuals in the Solicitation

A person Medical and its administrators and executive officers may possibly be deemed contributors in the solicitation of proxies from the stockholders of A single Clinical in link with the proposed acquisition and any other matters to be voted on at the special meeting. Data with regards to the names, affiliations and pursuits of these types of administrators and government officers will be provided in the preliminary and definitive proxy statements (when out there). More details pertaining to these types of directors and govt officers is integrated in A single Medical’s definitive proxy statement on Timetable 14A for the 2022 Annual Conference of Stockholders, which was filed with the SEC on April 21, 2022.

Facts pertaining to the folks who may possibly, less than SEC procedures, be deemed contributors in the solicitation of proxies of One Medical’s stockholders in connection with the proposed acquisition and any other issues to be voted on at the exclusive assembly will be established forth in the preliminary and definitive proxy statements (when accessible) for the proposed acquisition. These documents are obtainable free of charge of charge as explained in the preceding paragraph.

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Resource: Amazon