20 Jan 2023 08:13
20 January 2023
EMIS Group plc
("EMIS", "Company" or "the Group")
Year End Trading Update
Acquisition Timetable Update
EMIS Group plc (AIM: EMIS.L), a UK leader in connected healthcare software and systems, today announces a trading update for the year ended 31 December 2022 and provides an update on the expected timetable relating to the recommended cash offer for the Company.
Trading Update
The Group performed strongly in 2022, with both revenue and adjusted operating profit in line with the Board's expectations. EMIS's market leadership positions were maintained.
The Group has maintained a robust balance sheet with net cash of £45.9m as at 31 December 2022 (31 December 2021: £64.0m).
Acquisition Timetable Update
On 17 June 2022, the Boards of Bordeaux UK Holdings II Limited, an affiliate of Optum UK and a wholly-owned subsidiary of UnitedHealth Group ("Bidco") and EMIS announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of EMIS (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 9 August 2022, EMIS announced that at the Court Meeting to consider the Scheme and the General Meeting to consider the Special Resolution relating to the Acquisition, all resolutions were approved by the requisite majorities. EMIS further announced that a notification had been made and accepted under the NS&I Act and that the Secretary of State had confirmed that no further action will be taken in relation to the Acquisition.
As regards the remaining substantive regulatory condition to the Acquisition, on 1 November 2022 EMIS announced that, together with Bidco, it was in the process of finalising a Merger Notice with the Competition and Markets Authority ("CMA"), preliminary to a Phase One investigation of the Acquisition. The CMA has now confirmed that the Merger Notice meets the applicable requirements under the Enterprise Act 2002, and that the Phase One investigation period will commence on 23 January 2023.
As a result, EMIS now expects the Scheme to become Effective and the acquisition to complete in late Q1 or early Q2 2023.
Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document.
For further information, contact:
EMIS Group plc Tel: 0330 024 1269
Andy Thorburn, CEO
Peter Southby, CFO
www.emisgroupplc.com
@EMISGroup
Numis Securities Limited (Nominated Adviser & Broker) Tel: 020 7260 1000
Joshua Hughes/Simon Willis/James Black
MHP Communications Tel: 020 3128 8567
Reg Hoare/Ollie Hoare/Matthew Taylor/Pauline Guenot emis@mhpc.com
Information for investors can be found on the Group's website at www.emisgroupplc.com/investors.
Notes to Editors
EMIS Group has grown to become a UK leader in connected healthcare software and systems. Its solutions are widely used across a number of major UK healthcare settings. EMIS Group's aim is to join up healthcare through innovative technology, helping to deliver better health outcomes to the UK population, supporting longer and healthier lives.
EMIS Group has two core business segments: EMIS Health and EMIS Enterprise.
EMIS Health is a supplier of innovative integrated care technology to the NHS, including primary, community, acute and social care.
EMIS Enterprise is focussed on growth in the business-to-business technology sector within the healthcare market, including management of medicines, partner businesses, patient-facing services, data and analytics, and research and life sciences.
LEI: 213800K474ZZK76NX913